CALIFORNIA AS APPLIED TO AGREEMENTS
AMONG CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN
CALIFORNIA.
10
2.3.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. ANY SIGNATURE PAGE
DELIVERED BY FACSIMILE OR TELECOPY MACHINE SHALL BE BINDING TO THE SAME EXTENT
AS AN ORIGINAL.
2.4.
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
2.5.
NOTICES.
UNLESS OTHERWISE PROVIDED, ANY NOTICE REQUIRED OR
PERMITTED UNDER THIS AGREEMENT SHALL BE GIVEN IN WRITING AND SHALL BE SENT TO
THE ADDRESS/FAX NUMBER INDICATED FOR SUCH PARTY ON THE SIGNATURE PAGE HEREOF OR
AN INSTRUMENT OF ACCESSION ATTACHED IN THE FORM OF SCHEDULE B HERETO, AS
APPROPRIATE (PROVIDED THAT ANY PARTY MAY AT ANY TIME CHANGE ITS ADDRESS/FAX
NUMBER FOR NOTICE BY PROVIDING TEN (10) DAYS ADVANCE WRITTEN NOTICE TO THE OTHER
PARTIES), AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON (I) PERSONAL DELIVERY TO
THE PARTY TO BE NOTIFIED, (II) THE TIME OF SUCCESSFUL FACSIMILE TRANSMISSION TO
THE PARTY TO BE NOTIFIED, (III) ONE (1) DAY FOLLOWING SENDING BY REPUTABLE
OVERNIGHT DELIVERY SERVICE OR (IV) FIVE (5) DAYS FOLLOWING DEPOSIT WITH THE
UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID.
2.6.
EXPENSES.
IF ANY ACTION AT LAW OR IN EQUITY IS NECESSARY TO
ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES, COSTS AND NECESSARY DISBURSEMENTS IN
ADDITION TO ANY OTHER RELIEF TO WHICH SUCH PARTY MAY BE ENTITLED.
2.7.
AMENDMENTS AND WAIVERS.
EXCEPT AS OTHERWISE SET FORTH
HEREIN, ANY TERM OF THIS AGREEMENT MAY BE AMENDED AND THE OBSERVANCE OF ANY TERM
OF THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR IN A PARTICULAR INSTANCE
AND EITHER RETROACTIVELY OR PROSPECTIVELY), ONLY WITH THE WRITTEN CONSENT OF THE
COMPANY AND THE HOLDERS OF AT LEAST TWO-THIRDS (2/3) OF THE REGISTRABLE
SECURITIES THEN OUTSTANDING.
SUBJECT TO THE FORGOING, ANY AMENDMENT OR WAIVER
EFFECTED IN ACCORDANCE WITH THIS SECTION 2.7 SHALL BE BINDING UPON EACH HOLDER
(AND FUTURE HOLDER) OF ANY REGISTRABLE SECURITIES THEN OUTSTANDING (WHETHER OR
NOT SUCH HOLDER IN FACT CONSENTED TO SUCH AMENDMENT OR WAIVER) AND THE COMPANY.
2.8.
SEVERABILITY.
IF ONE OR MORE PROVISIONS OF THIS AGREEMENT
ARE HELD TO BE UNENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
EXCLUDED FROM THIS AGREEMENT AND THE BALANCE OF THE AGREEMENT SHALL BE
INTERPRETED AS IF SUCH PROVISION WERE SO EXCLUDED AND SHALL BE ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
2.9.
AGGREGATION OF STOCK.
ALL SHARES OF REGISTRABLE SECURITIES
HELD OR ACQUIRED BY AFFILIATED ENTITIES OR PERSONS SHALL BE AGGREGATED TOGETHER
FOR THE PURPOSE OF DETERMINING THE AVAILABILITY OF ANY RIGHTS UNDER THIS
AGREEMENT.
2.10.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS
HERETO, IF ANY) CONSTITUTES THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES