THE COMPANY IN CONNECTION THEREWITH.
10.
NO INCONSISTENT AGREEMENTS. THE COMPANY WILL NOT HEREAFTER ENTER
INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES WHICH IS INCONSISTENT IN ANY
MATERIAL RESPECT WITH THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT.
11.
MISCELLANEOUS.
(A)
SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IN THE EVENT ANY PROVISION OF THIS AGREEMENT WAS NOT
PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES HERETO SHALL
BE ENTITLED TO SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN ADDITION TO ANY
OTHER REMEDY AT LAW OR IN EQUITY.
(B)
AMENDMENT AND WAIVER. (I)
ANY PROVISION OF THIS
AGREEMENT MAY BE AMENDED OR WAIVED IF, AND ONLY IF, SUCH AMENDMENT OR WAIVER IS
IN WRITING AND SIGNED, IN THE CASE OF AN AMENDMENT, BY THE COMPANY AND A
MAJORITY IN INTEREST OF THE HOLDERS OR, IN THE CASE OF A WAIVER, BY THE PARTY OR
PARTIES AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT
WAIVER BY THE HOLDERS SHALL REQUIRE THE CONSENT OF A MAJORITY IN INTEREST OF THE
HOLDERS.
(II)
NO FAILURE OR DELAY OF ANY PARTY IN EXERCISING ANY RIGHT OR
REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY ABANDONMENT OR
DISCONTINUANCE OF STEPS TO ENFORCE SUCH RIGHT OR POWER, OR ANY COURSE OF
CONDUCT, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER. THE RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER ARE
CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH THEY WOULD
OTHERWISE HAVE HEREUNDER.
(C)
NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DEEMED DULY GIVEN (A) ON THE DATE OF DELIVERY IF
DELIVERED PERSONALLY, OR IF BY FACSIMILE OR E-MAIL, UPON WRITTEN CONFIRMATION OF
RECEIPT BY FACSIMILE OR E-MAIL OR OTHERWISE, (B) ON THE FIRST BUSINESS DAY
FOLLOWING THE DATE OF DISPATCH IF DELIVERED UTILIZING A NEXT-DAY SERVICE BY A
RECOGNIZED NEXT-DAY COURIER OR (C) ON THE EARLIER OF CONFIRMED RECEIPT OR THE
FIFTH BUSINESS DAY FOLLOWING THE DATE OF MAILING IF DELIVERED BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID. ALL NOTICES HEREUNDER
SHALL BE DELIVERED TO THE ADDRESSES SET FORTH BELOW, OR PURSUANT TO SUCH OTHER
INSTRUCTIONS AS MAY BE DESIGNATED IN WRITING BY THE PARTY TO RECEIVE SUCH
NOTICE:
(I)
IF TO ANY HOLDER, TO ITS LAST KNOWN ADDRESS APPEARING ON THE
BOOKS OF THE COMPANY MAINTAINED FOR SUCH PURPOSE.
(II)
IF TO THE COMPANY, TO:
Biosource America, Inc.
The Riviana Building
2777 Allen Parkway, Suite 800
Houston, Texas 77019
with a copy (which shall not constitute notice) to:
11
Leonard H. Simon
Pendergraft & Simon, L.L.P.
The Riviana Building
2777 Allen Parkway, Suite 800
Houston, Texas 77019
(D)
GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE GOVERNED BY, AND CONSTRUED