TO SUCH AFFILIATE, IN ALL CASES, IF (A)
THE TRANSFEROR SHALL HAVE DELIVERED TO THE COMPANY WRITTEN NOTIFICATION OF SUCH
PROPOSED TRANSFER, SETTING FORTH THE NAME OF THE TRANSFEROR, NAME AND ADDRESS OF
THE TRANSFEREE, AND THE NUMBER OF REGISTRABLE SECURITIES WHICH SHALL BE SO
TRANSFERRED, (B) SUCH TRANSFEREE AGREES IN WRITING TO BE BOUND BY AND SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE COMPANY IS PROVIDED A COPY OF
SUCH AGREEMENT AND (C) THE TRANSFEROR IS TRANSFERRING AT LEAST 10,000 SHARES OF
SERIES A PREFERRED STOCK (AS ADJUSTED FOR ANY STOCK SPLIT, STOCK DIVIDEND,
RECAPITALIZATION OR OTHERWISE) AT ANY GIVEN TIME.
9
9.
MISCELLANEOUS.
9.1
NO OTHER AGREEMENTS.
THE COMPANY SHALL NOT
HEREAFTER ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES THAT VIOLATES
THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT.
THE INVESTOR HEREBY
ACKNOWLEDGES THAT THE COMPANY HAS MADE AVAILABLE FOR ITS REVIEW THE EXISTING
REGISTRATION RIGHTS AGREEMENTS.
9.2
REMEDIES.
ANY PERSON HAVING RIGHTS UNDER
ANY PROVISION OF THIS AGREEMENT SHALL BE ENTITLED TO ENFORCE SUCH RIGHTS
SPECIFICALLY TO RECOVER DAMAGES CAUSED BY REASON OF ANY BREACH OF ANY PROVISION
OF THIS AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS GRANTED BY LAW.
THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES ARE NOT AN ADEQUATE REMEDY FOR
ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY APPLY FOR
SPECIFIC PERFORMANCE AND FOR OTHER INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR
PREVENT VIOLATION OF THE PROVISIONS OF THIS AGREEMENT.
9.3
AMENDMENTS AND WAIVERS.
(A)
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED
OR SUPPLEMENT EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY EACH OF THE COMPANY AND
THE HOLDERS OF A MAJORITY OF THE THEN REGISTRABLE SECURITIES.
(B)
ANY TERM OR PROVISION OF THIS AGREEMENT MAY
BE WAIVED, OR THE TIME FOR PERFORMANCE EXTENDED, AS AUTHORIZED IN WRITING BY THE
PARTY OR PARTIES ENTITLED TO THE BENEFIT THEREOF.
NO WAIVER OF ANY TERM OR
CONDITION OF THIS AGREEMENT SHALL OPERATE AS A WAIVER OF ANY OTHER BREACH OF
SUCH TERM AND CONDITION OR ANY OTHER TERM OR CONDITION, NOR SHALL ANY FAILURE TO
ENFORCE ANY PROVISION HEREOF OPERATE AS A WAIVER OF SUCH PROVISION OR OF ANY
OTHER PROVISION HEREOF.
NO WRITTEN WAIVER HEREUNDER, UNLESS IT BY ITS OWN TERMS
EXPLICITLY PROVIDES TO THE CONTRARY, SHALL BE CONSTRUED TO EFFECT A CONTINUING
WAIVER OF THE PROVISIONS BEING WAIVED AND NO SUCH WAIVER IN ANY INSTANCE SHALL
CONSTITUTE A WAIVER IN ANY OTHER INSTANCE OR FOR ANY OTHER PURPOSE OR IMPAIR THE
RIGHT OF THE PARTY AGAINST WHOM SUCH WAIVER IS CLAIMED IN ALL OTHER INSTANCES OR
FOR ALL OTHER PURPOSES TO REQUIRE FULL COMPLIANCE WITH SUCH PROVISION.
9.4
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND
AGREEMENTS IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL
BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE
PARTIES HERETO.
9.5
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE SERIES A PURCHASE AGREEMENT, CONSTITUTES THE ENTIRE