BE BINDING UPON THE COMPANY AND THE INVESTORS, AND ALL OF THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS WHETHER OR NOT SUCH PARTY, ASSIGNEE
OR OTHER SHAREHOLDER ENTERED INTO OR APPROVED SUCH AMENDMENT OR WAIVER.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED AND
THE OBSERVANCE OF ANY TERM HEREUNDER MAY NOT BE WAIVED WITH RESPECT TO ANY
INVESTOR WITHOUT THE WRITTEN CONSENT OF SUCH INVESTOR UNLESS SUCH AMENDMENT,
MODIFICATION OR WAIVER APPLIES TO ALL INVESTORS IN THE SAME FASHION IN LIGHT OF
THEIR EXISTING RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
THE COMPANY SHALL
GIVE PROMPT WRITTEN NOTICE OF ANY AMENDMENT OR MODIFICATION HEREOF OR WAIVER
HEREUNDER TO ANY PARTY HERETO THAT DID NOT CONSENT IN WRITING TO SUCH AMENDMENT,
MODIFICATION OR WAIVER.
NO WAIVERS OF OR EXCEPTIONS TO ANY TERM, CONDITION OR
PROVISION OF THIS AGREEMENT, IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED TO
BE, OR CONSTRUED AS, A FURTHER OR CONTINUING WAIVER OF ANY SUCH TERM, CONDITION
OR PROVISION.
(G)
TRANSFERS, SUCCESSORS AND ASSIGNS.
(1)
THE TERMS AND CONDITIONS OF THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE RESPECTIVE SUCCESSORS AND
ASSIGNS OF THE PARTIES.
NOTHING
6
IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY
OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY
RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS
AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
(2)
THE RIGHTS OF THE INVESTORS HEREUNDER ARE
NOT ASSIGNABLE WITHOUT THE COMPANY AND THE OTHER INVESTOR'S WRITTEN CONSENT,
EXCEPT BY EACH INVESTOR TO ANY CONSTITUENT, PARTNER, MEMBER OR STOCKHOLDER OF
SUCH INVESTOR OR TO AN ENTITY OR ENTITIES CONTROLLED BY, OR UNDER COMMON CONTROL
WITH, SUCH INVESTOR.
EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN CONNECTION WITH
AN ASSIGNMENT BY THE COMPANY BY OPERATION OF LAW TO THE ACQUIRER OF THE COMPANY,
THE RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER MAY NOT BE ASSIGNED UNDER
ANY CIRCUMSTANCES.
(H)
SEVERABILITY.
THE INVALIDITY OF
UNENFORCEABILITY OF ANY PROVISION HEREOF SHALL IN NO WAY AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.
(J)
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.
(K)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS (INCLUDING VIA FACSIMILE), EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND
THE SAME INSTRUMENT.
(l)
Nondisclosure.
The parties hereto
acknowledge that Monster Worldwide will file only the documents relating to the
July 2005 Financing to which it is a party as Exhibits to a Current Report on
Form 8-K (the "Current Report"). Monster Worldwide has provided the Company and
GCP with the text of the