OF
THIS AGREEMENT, INCLUDING THE PROVISIONS OF THIS SENTENCE, MAY NOT BE AMENDED,
MODIFIED OR SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE
PROVISIONS HEREOF MAY NOT BE GIVEN, UNLESS THE SAME SHALL BE IN WRITING AND
SIGNED BY THE COMPANY AND THE HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING
REGISTRABLE SECURITIES.
NOTWITHSTANDING THE FOREGOING, A WAIVER OR CONSENT TO
DEPART FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER THAT RELATES
EXCLUSIVELY TO THE RIGHTS OF HOLDERS AND THAT DOES NOT DIRECTLY OR INDIRECTLY
AFFECT THE RIGHTS OF OTHER HOLDERS MAY BE GIVEN BY HOLDERS OF ALL OF THE
REGISTRABLE SECURITIES TO WHICH SUCH WAIVER OR CONSENT RELATES; PROVIDED,
HOWEVER, THAT
THE PROVISIONS OF THIS SENTENCE MAY NOT BE AMENDED, MODIFIED, OR SUPPLEMENTED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE IMMEDIATELY PRECEDING SENTENCE.
(G)
NOTICES. ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE DELIVERED AS SET FORTH IN THE PURCHASE AGREEMENT.
(H)
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS
OF EACH OF THE PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER. THE
COMPANY MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF ALL OF THE HOLDERS OF THE THEN-OUTSTANDING REGISTRABLE
SECURITIES. EACH HOLDER MAY ASSIGN THEIR RESPECTIVE RIGHTS HEREUNDER IN THE
MANNER AND TO THE PERSONS AS PERMITTED UNDER THE PURCHASE AGREEMENT, INCLUDING,
WITHOUT LIMITATION, TO AFFILIATES OF ANY HOLDER OR ANY GENERAL PARTNER, LIMITED
PARTNERS OR MEMBERS OF A HOLDER OR OF SUCH HOLDER'S AFFILIATES.
(I)
NO INCONSISTENT AGREEMENTS. NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ENTERED, AS OF THE DATE HEREOF, NOR
SHALL THE COMPANY OR ANY OF ITS SUBSIDIARIES, ON OR AFTER THE DATE OF THIS
AGREEMENT, ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES, THAT WOULD
HAVE THE EFFECT OF IMPAIRING THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT
OR OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF.
NEITHER THE COMPANY NOR ANY
OF ITS SUBSIDIARIES HAS PREVIOUSLY ENTERED INTO ANY AGREEMENT GRANTING ANY
REGISTRATION RIGHTS WITH RESPECT TO ANY OF ITS SECURITIES TO ANY PERSON THAT
HAVE NOT BEEN SATISFIED IN FULL.
(J)
EXECUTION AND COUNTERPARTS. THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND, ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION (OR ELECTRONIC TRANSMISSION OF A PDF FILE),
SUCH SIGNATURE SHALL CREATE A VALID BINDING OBLIGATION OF THE PARTY EXECUTING
(OR ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) THE SAME WITH THE SAME FORCE AND
EFFECT AS IF SUCH FACSIMILE SIGNATURE (OR PDF FILE) WERE THE ORIGINAL THEREOF.
(K)
GOVERNING LAW.
ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(L)