PARTY AGAINST WHOM ANY WAIVER, MODIFICATION, DISCHARGE OR
TERMINATION IS SOUGHT.
9.2.
NOTICES.
ANY PARTY MAY SEND ANY NOTICE, REQUEST, DEMAND, CLAIM OR
OTHER COMMUNICATION HEREUNDER TO THE UNDERSIGNED AT THE ADDRESS SET FORTH ON THE
SIGNATURE PAGE OF THIS AGREEMENT OR TO THE COMPANY AT THE ADDRESS SET FORTH
ABOVE USING ANY MEANS (INCLUDING PERSONAL DELIVERY, EXPEDITED COURIER, MESSENGER
SERVICE, FACSIMILE, ORDINARY MAIL OR ELECTRONIC MAIL), BUT NO SUCH NOTICE,
REQUEST, DEMAND, CLAIM OR OTHER COMMUNICATION WILL BE DEEMED TO HAVE BEEN DULY
GIVEN UNLESS AND UNTIL IT ACTUALLY IS RECEIVED BY THE INTENDED RECIPIENT.
ANY
PARTY MAY CHANGE THE ADDRESS TO WHICH NOTICES, REQUESTS, DEMANDS, CLAIMS AND
OTHER COMMUNICATIONS HEREUNDER ARE TO BE DELIVERED BY GIVING THE OTHER PARTIES
WRITTEN NOTICE IN THE MANNER HEREIN SET FORTH.
9.3.
COUNTERPARTS; FACSIMILE SIGNATURE.
THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL
OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT
MAY BE EXECUTED BY FACSIMILE SIGNATURE, ANY WHICH SUCH SIGNATURE SHALL BE DEEMED
AN ORIGINAL SIGNATURE FOR ALL PURPOSES HEREOF.
9.4.
BINDING EFFECT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE PARTIES TO
THIS AGREEMENT AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, LEGAL
REPRESENTATIVES AND ASSIGNS.
IF THE UNDERSIGNED IS MORE THAN ONE PERSON OR
ENTITY, THE OBLIGATION OF THE UNDERSIGNED SHALL BE JOINT AND SEVERAL AND THE
AGREEMENTS, REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS CONTAINED HEREIN
SHALL BE DEEMED TO BE MADE BY, AND BE BINDING UPON, EACH SUCH PERSON OR ENTITY
AND HIS OR ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, LEGAL
REPRESENTATIVES AND ASSIGNS.
19
9.5.
ASSIGNABILITY.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
INCLUDING ANY PURCHASERS OF THE UNITS.
THE COMPANY SHALL NOT ASSIGN THIS
AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE HOLDERS OF AT LEAST A MAJORITY OF THE AGGREGATE NUMBER OF UNITS
ISSUED AND ISSUABLE HEREUNDER.
THE UNDERSIGNED MAY ASSIGN SOME OR ALL OF ITS
RIGHTS HEREUNDER IN CONNECTION WITH TRANSFER OF ANY OF ITS UNITS WITHOUT THE
CONSENT OF THE COMPANY, IN WHICH EVENT SUCH ASSIGNEE SHALL BE DEEMED TO BE A
BUYER HEREUNDER WITH RESPECT TO SUCH ASSIGNED; PROVIDED, HOWEVER, THAT ANY SUCH
ASSIGNEE SHALL BE DEEMED TO HAVE MADE, WITH RESPECT TO SUCH ASSIGNEE, ALL OF THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE UNDERSIGNED CONTAINED HEREIN.
9.6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES.
(Remainder of page intentionally left blank)
20
WIRE TRANSFER INSTRUCTIONS
Bank:
Citibank, N.A.
666 Fifth Avenue
New York, NY 10103
ABA No.:
021-000-089
Account Name:
Kramer Levin Naftalis & Frankel LLP
IOLA Account
Account No.:
37317968
Reference:
Organic Acquisition Corp. / Christopher S. Auguste
[Purchaser's Name]
DOCUMENT AND/OR CHECK DELIVERY INSTRUCTIONS
Kramer Levin