BENEFITS THAT WOULD OTHERWISE BE CONFERRED UPON THE
PARTIES. THE PARTIES WILL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE
PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S) WITH A VALID PROVISION(S), THE
EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR
UNENFORCEABLE PROVISION(S).
15.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, INSTRUCTIONS OR OTHER
DOCUMENTS OR COMMUNICATIONS TO BE GIVEN UNDER THIS AGREEMENT SHALL BE GIVEN IN
ACCORDANCE WITH THE SECURITIES PURCHASE AGREEMENT.
WITH RESPECT TO ANY HOLDER
THAT IS NOT A PARTY TO THE SECURITIES PURCHASE AGREEMENT, NOTICE SHALL BE GIVEN
TO SUCH HOLDER IN ACCORDANCE WITH SECTION 8(F) OF THE SECURITIES PURCHASE
AGREEMENT AT SUCH HOLDER'S ADDRESS AS DELIVERED TO THE COMPANY PURSUANT TO
SECTION 10(A).
THE COMPANY SHALL HAVE NO OBLIGATION TO GIVE NOTICE TO ANY
ADDRESS OF A HOLDER OTHER THAN AS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT
(IN THE CASE OF INVESTOR) OR THE NOTICE DELIVERED TO THE COMPANY PURSUANT TO
SECTION 10(A).
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND
DELIVERED TO THE OTHER PARTY; PROVIDED THAT A FACSIMILE, ELECTRONIC OR .PDF
SIGNATURE SHALL BE CONSIDERED DUE EXECUTION AND SHALL BE BINDING UPON THE
SIGNATORY THERETO WITH THE SAME FORCE AND EFFECT AS IF THE SIGNATURE WERE AN
ORIGINAL, NOT A FACSIMILE, ELECTRONIC OR .PDF SIGNATURE.
17.
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE
OF REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING ANY EXHIBITS AND
SCHEDULES HERETO AND THE DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN AND
THEREIN, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN.
THERE ARE NO RESTRICTIONS,
PROMISES, REPRESENTATIONS, WARRANTIES, COVENANTS OR UNDERTAKINGS, OTHER THAN
THOSE EXPRESSLY SET FORTH OR REFERRED TO HEREIN.
THIS AGREEMENT SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
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19.
LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS.
AFTER THE DATE
OF THIS AGREEMENT, THE COMPANY SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE MAJORITY HOLDERS, ENTER INTO ANY AGREEMENT WITH ANY HOLDER OR PROSPECTIVE
HOLDER OF ANY SECURITIES OF THE COMPANY THAT WOULD GRANT SUCH HOLDER
REGISTRATION RIGHTS SENIOR TO OR PARI PASSU WITH THE REGISTRATION RIGHTS OF THE
HOLDERS AS PROVIDED IN THIS AGREEMENT.
20.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS. THE INVESTOR MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, EXCEPT
AS CONTEMPLATED BY SECTION 10.
THE COMPANY MAY NOT ASSIGN THIS AGREEMENT OR ANY
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH
HOLDER.
[Signatures begin on the following page.]
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IN WITNESS WHEREOF, this Agreement has been signed