REFERRED TO IN THE PRECEDING SENTENCE MAY BE
SERVED ON ANY PARTY ANYWHERE IN THE WORLD.
(I)
SEVERABILITY.
IF ANY TERM PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE
REMAINDER OF THE TERMS,
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PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED
THEREBY, AND THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO FIND AND EMPLOY
AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS
THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION, IT BEING
INTENDED THAT ALL OF THE RIGHTS AND PRIVILEGES OF THE PARTIES SHALL BE
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
(J)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND IS INTENDED TO BE A COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN
RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND THE REGISTRATION RIGHTS
GRANTED BY THE COMPANY WITH RESPECT TO THE REGISTRABLE SECURITIES.
THIS
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERTAKINGS AMONG THE PARTIES
WITH RESPECT TO SUCH REGISTRATION RIGHTS.
NO PARTY HERETO SHALL HAVE ANY
RIGHTS, DUTIES OR OBLIGATIONS OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
(K)
TERMINATION.
THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL TERMINATE AS OF THE EFFECTIVENESS TERMINATION DATE, EXCEPT FOR
SECTION 6 HEREOF WHICH SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS AFTER
THE EFFECTIVENESS TERMINATION DATE.
(Remainder of page left intentionally blank.)
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
INTRAWARE, INC.
By:
Name
Title:
ZOMAX INCORPORATED
By:
Name
Title:
[Signature Page to Registration Rights Agreement]
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