TO ITS SECURITIES WHICH WOULD ADVERSELY AFFECT THE ABILITY
OF THE HOLDERS OF REGISTRABLE SECURITIES TO INCLUDE SUCH REGISTRABLE SECURITIES
IN A REGISTRATION UNDERTAKEN PURSUANT TO THIS AGREEMENT OR WHICH WOULD ADVERSELY
13
AFFECT THE MARKETABILITY OF SUCH REGISTRABLE SECURITIES IN ANY SUCH REGISTRATION
(INCLUDING, WITHOUT LIMITATION, EFFECTING A STOCK SPLIT OR A COMBINATION OF
SHARES).
(E)
REMEDIES.
ANY PERSON HAVING RIGHTS UNDER
ANY PROVISION OF THIS AGREEMENT SHALL BE ENTITLED TO ENFORCE SUCH RIGHTS
SPECIFICALLY (WITHOUT POSTING A BOND OR OTHER SECURITY), TO RECOVER DAMAGES
CAUSED BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS GRANTED BY LAW.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT, IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES EXISTING IN ITS FAVOR, ANY PARTY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF FROM ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION (WITHOUT POSTING ANY BOND OR OTHER SECURITY) IN ORDER TO
ENFORCE OR PREVENT VIOLATION OF THE PROVISIONS OF THIS AGREEMENT.
(F)
CONSENT TO AMENDMENTS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR MODIFIED AND THE COMPANY MAY TAKE ANY ACTION HEREIN PROHIBITED, OR
OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO BE PERFORMED BY IT, ONLY IF THE
COMPANY HAS OBTAINED THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES OUTSTANDING AT THE TIME THE AMENDMENT OR WAIVER BECOMES
EFFECTIVE; PROVIDED THAT IF ANY SUCH AMENDMENT, MODIFICATION OR WAIVER IS TO A
PROVISION IN THIS AGREEMENT THAT REQUIRES A SPECIFIC VOTE TO TAKE AN ACTION
THEREUNDER OR TO TAKE AN ACTION WITH RESPECT TO THE MATTERS DESCRIBED THEREIN,
SUCH AMENDMENT, MODIFICATION OR WAIVER SHALL NOT BE EFFECTIVE UNLESS SUCH VOTE
IS OBTAINED WITH RESPECT TO SUCH AMENDMENT, MODIFICATION OR WAIVER.
NO OTHER
COURSE OF DEALING BETWEEN THE COMPANY AND THE HOLDER OF ANY REGISTRABLE
SECURITIES OR ANY DELAY IN EXERCISING ANY RIGHTS HEREUNDER SHALL OPERATE AS A
WAIVER OF ANY RIGHTS OF ANY SUCH HOLDERS.
FOR PURPOSES OF THIS AGREEMENT,
REGISTRABLE SECURITIES HELD BY THE COMPANY OR ANY SUBSIDIARIES SHALL NOT BE
DEEMED TO BE OUTSTANDING.
(G)
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND
AGREEMENTS IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL
BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE
PARTIES HERETO WHETHER SO EXPRESSED OR NOT.
IN ADDITION, WHETHER OR NOT ANY
EXPRESS ASSIGNMENT HAS BEEN MADE, THE PROVISIONS OF THIS AGREEMENT WHICH ARE FOR
THE BENEFIT OF PURCHASERS OR HOLDERS OF REGISTRABLE SECURITIES ARE ALSO FOR THE
BENEFIT OF, AND ENFORCEABLE BY, ANY SUBSEQUENT HOLDER OF REGISTRABLE SECURITIES.
(H)
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE PROHIBITED BY OR INVALID