NOTICES.
ALL COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED OR HAND
DELIVERED AND CONFIRMED TO THE PARTIES HERETO AS FOLLOWS:
IF TO THE COMPANY:
ITUS CORPORATION
12100 WILSHIRE BOULEVARD
SUITE
1275
LOS ANGELES, CA 90025
ATTENTION: CHIEF EXECUTIVE OFFICER
IF TO THE PLACEMENT AGENT:
DAWSON JAMES SECURITIES, INC.
1 NORTH FEDERAL HIGHWAY - 5TH FLOOR
BOCA RATON, FL 33432
ATTENTION: CHIEF EXECUTIVE OFFICER
ANY PARTY HERETO MAY CHANGE THE ADDRESS FOR RECEIPT OF COMMUNICATIONS BY GIVING
WRITTEN NOTICE TO THE OTHERS.
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22.
MISCELLANEOUS.
THIS AGREEMENT SHALL NOT BE MODIFIED OR AMENDED EXCEPT IN WRITING SIGNED BY
DAWSON AND THE COMPANY. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF
DAWSON AND THE COMPANY, AND SUPERSEDES ANY PRIOR AGREEMENTS, WITH RESPECT TO THE
SUBJECT MATTER HEREOF. IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED TO BE
INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH DETERMINATION WILL NOT AFFECT SUCH
PROVISION IN ANY OTHER RESPECT, AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS
(INCLUDING FACSIMILE OR .PDF COUNTERPARTS), EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
23.
SUCCESSORS.
THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
HERETO, AND TO THE BENEFIT OF THE EMPLOYEES, OFFICERS AND DIRECTORS AND
CONTROLLING PERSONS REFERRED TO IN SECTION 9 HEREOF, AND TO THEIR RESPECTIVE
SUCCESSORS, AND PERSONAL REPRESENTATIVE, AND, EXCEPT AS SET FORTH IN SECTION 9
OF THIS AGREEMENT, NO OTHER PERSON WILL HAVE ANY RIGHT OR OBLIGATION HEREUNDER.
24.
PARTIAL UNENFORCEABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY SECTION, PARAGRAPH OR PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
SECTION, PARAGRAPH OR PROVISION HEREOF. IF ANY SECTION, PARAGRAPH OR PROVISION
OF THIS AGREEMENT IS FOR ANY REASON DETERMINED TO BE INVALID OR UNENFORCEABLE,
THERE SHALL BE DEEMED TO BE MADE SUCH MINOR CHANGES (AND ONLY SUCH MINOR
CHANGES) AS ARE NECESSARY TO MAKE IT VALID AND ENFORCEABLE.
[SIGNATURE PAGE TO FOLLOW]
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IN ACKNOWLEDGMENT THAT THE FOREGOING CORRECTLY SETS FORTH THE UNDERSTANDING
REACHED BY DAWSON AND THE COMPANY, AND INTENDING TO BE LEGALLY BOUND, PLEASE
SIGN IN THE SPACE PROVIDED BELOW, WHEREUPON THIS LETTER SHALL CONSTITUTE A
BINDING AGREEMENT AS OF THE DATE EXECUTED.
VERY TRULY YOURS,
ITUS CORPORATION
BY:
/S/ ROBERT A. BERMAN
NAME: ROBERT A. BERMAN
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN.
DAWSON JAMES SECURITIES, INC.
BY:
/S/ ROBERT D. KEYSER, JR.
NAME: ROBERT D. KEYSER, JR.
TITLE:
CHIEF EXECUTIVE OFFICER
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SCHEDULE I
ISSUER GENERAL USE FREE WRITING PROSPECTUSES
NONE.
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