EXCEPT FOR THOSE SET FORTH IN SECTIONS 12 AND 13.11, ALL OTHER
RIGHTS AND OBLIGATIONS ESTABLISHED IN THIS AGREEMENT SHALL TERMINATE UPON THE
EARLIEST OF (A) THE CLOSING OF A QUALIFIED IPO (SUBJECT TO CONCURRENT COMPLIANCE
WITH THE PROVISIONS OF SECTION 10.2 ABOVE), (B) THE CLOSING OF THE COMPANY'S
SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR THE ACQUISITION OF THE COMPANY
BY ANOTHER ENTITY BY MEANS OF A MERGER OR CONSOLIDATION RESULTING IN THE
EXCHANGE OF THE COMPANY'S OUTSTANDING SHARE CAPITAL FOR SECURITIES OR
CONSIDERATION ISSUED, OR CAUSED TO BE ISSUED, BY THE ACQUIRING ENTITY, ITS
SUBSIDIARY OR ANOTHER THIRD PARTY, PROVIDED THAT SUCH SALE HAS BEEN APPROVED BY
AT LEAST ONE INVESTOR DIRECTOR OR (C) THE CLOSING, IF ANY, OF THE OPTIONS
CONTEMPLATED BY SECTIONS 5.3, 5.6, 5.9 OR 5.12 HEREOF.
13.4
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED BY UNITED STATES FIRST-CLASS
MAIL, POSTAGE PREPAID, SENT BY FACSIMILE OR DELIVERED BY A COURIER ADDRESSED
(A) IF TO A SHAREHOLDER, AS MAY BE INDICATED ON SCHEDULE A HERETO, OR AT SUCH
OTHER ADDRESS AS SUCH HOLDER OR PERMITTED ASSIGNEE SHALL HAVE FURNISHED TO THE
COMPANY IN WRITING, (B) IF TO THE INVESTOR, AT THE ADDRESS OR FACSIMILE NUMBER
INDICATED ON THE SIGNATURE PAGE HEREOF OR (C) IF TO THE COMPANY, AT THE ADDRESS
OR FACSIMILE NUMBER INDICATED FOR THE COMPANY ON THE SIGNATURE PAGE HEREOF.
ALL
SUCH NOTICES AND OTHER WRITTEN COMMUNICATIONS SHALL BE EFFECTIVE ON THE DATE OF
MAILING, THE TIME OF CONFIRMED FACSIMILE TRANSMISSION OR THE DATE OF DELIVERY IF
DELIVERED BY A COURIER, AS THE CASE MAY BE.
CHANGES OF ADDRESS, TELEPHONE OR
FACSIMILE NUMBERS MAY BE MADE BY NOTICES PROVIDED FOR HEREIN.
13.5
SEVERABILITY.
IN THE EVENT ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT SHOULD, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER PROVISIONS OF THIS AGREEMENT, AND THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
13.6
COUNTERPARTS; ORIGINALS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS AND DELIVERED VIA FACSIMILE SIGNATURE, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT MAY BE
20
EXECUTED OR DELIVERED BY TELECOPY OR FACSIMILE AND EXECUTION IN SUCH MANNER
SHALL CONSTITUTE AN ORIGINAL.
13.7
ENTIRE AGREEMENT; CONSENT; TERMINATION OF AGREEMENTS.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATIVE TO THE
SPECIFIC SUBJECT MATTER HEREOF.
ANY PREVIOUS AGREEMENT AMONG THE PARTIES
RELATIVE TO THE SPECIFIC SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT.
BY THEIR EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO WHO WERE PARTIES TO THE
OLD AGREEMENTS ARE, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND BY
THE PURCHASE AGREEMENT, WAIVING THEIR RIGHTS OF PARTICIPATION ARISING OUT OF,
AND GIVING SUCH CONSENT AS MAY OTHERWISE BE REQUIRED