THE HOLDERS OF
REGISTRABLE SECURITIES IN THIS AGREEMENT.
(C)
REMEDIES.
ANY PERSON HAVING RIGHTS UNDER
ANY PROVISION OF THIS AGREEMENT SHALL BE ENTITLED TO ENFORCE SUCH RIGHTS
SPECIFICALLY 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 ANY PARTY MAY IN ITS
SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION
(WITHOUT POSTING ANY BOND OR OTHER SECURITY) FOR SPECIFIC PERFORMANCE AND FOR
OTHER INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT VIOLATION OF THE
PROVISIONS OF THIS AGREEMENT.
(D)
AMENDMENTS AND WAIVERS.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY
UPON THE PRIOR WRITTEN CONSENT OF THE COMPANY AND HOLDERS OF A MAJORITY OF MDCP
REGISTRABLE SECURITIES; PROVIDED THAT IF ANY SUCH AMENDMENT OR WAIVER WOULD
ADVERSELY AFFECT IN ANY MATERIAL MANNER THE RIGHTS OF ANY HOLDERS OF REGISTRABLE
SECURITIES RELATIVE TO OTHER HOLDERS OF REGISTRABLE SECURITIES SIMILARLY
SITUATED WITH RESPECT TO SUCH RIGHTS UNDER THIS AGREEMENT, SUCH AMENDMENT OR
WAIVER MUST BE APPROVED IN WRITING BY THE HOLDERS OF A MAJORITY OF SUCH
REGISTRABLE SECURITIES SO ADVERSELY AFFECTED.
(E)
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
9
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.
(F)
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 UNDER APPLICABLE LAW, SUCH PROVISION
SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF THIS AGREEMENT.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS, ANY ONE OF WHICH NEED NOT
CONTAIN THE SIGNATURES OF MORE THAN ONE PARTY, BUT ALL SUCH COUNTERPARTS TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(H)
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE
HEADINGS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT
CONSTITUTE A PART OF THIS AGREEMENT.
(I)
GOVERNING LAW.
ALL ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF
THE STATE OF DELAWARE OR ANY OTHER