THE REGISTRABLE SECURITIES; AND PROVIDED,
FURTHER, THAT THE OBSERVANCE OF ANY PROVISION OF THIS AGREEMENT MAY BE WAIVED IN
WRITING BY THE PARTY THAT WILL LOSE THE BENEFIT OF SUCH PROVISION AS A RESULT OF
SUCH WAIVER.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A FURTHER OR CONTINUING
WAIVER OF SUCH BREACH OR AS A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH, EXCEPT
AS OTHERWISE EXPLICITLY PROVIDED FOR IN SUCH WAIVER.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, NO FAILURE ON THE PART OF ANY PARTY TO EXERCISE, AND
NO DELAY IN EXERCISING, ANY RIGHT, POWER OR REMEDY HEREUNDER, OR OTHERWISE
AVAILABLE IN RESPECT HEREOF AT LAW OR IN EQUITY, SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF SUCH RIGHT, POWER OR REMEDY
BY SUCH PARTY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER RIGHT, POWER OR REMEDY.
THE EXECUTION OF A COUNTERPART SIGNATURE
PAGE TO THIS AGREEMENT AFTER THE DATE HEREOF BY ANY PERSON AS PROVIDED FOR
HEREIN SHALL NOT REQUIRE CONSENT OF ANY PARTY HERETO AND SHALL NOT BE DEEMED AN
AMENDMENT TO THIS AGREEMENT.
4.2.
ASSIGNMENT; THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE PARTIES HERETO AND ANY OF THEIR RESPECTIVE SUCCESSORS, PERSONAL
REPRESENTATIVES AND PERMITTED ASSIGNS WHO AGREE IN WRITING TO BE
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BOUND BY THE TERMS HEREOF.
THE COMPANY MAY NOT ASSIGN ANY OF ITS RIGHTS OR
DELEGATE ANY OF ITS DUTIES UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE HOLDERS.
ANY HOLDER MAY, AT ITS ELECTION AND AT ANY TIME OR FROM
TIME TO TIME, ASSIGN ITS RIGHTS AND DELEGATE ITS DUTIES UNDER THIS AGREEMENT, IN
WHOLE OR IN PART, TO AN AFFILIATE OR TO ANY PERSON TO WHOM THE HOLDER SELLS,
ASSIGNS OR OTHERWISE TRANSFERS ANY OF ITS REGISTRABLE SECURITIES (AN
"ASSIGNEE"); PROVIDED THAT, NO SUCH ASSIGNMENT SHALL BE BINDING UPON OR OBLIGATE
THE COMPANY TO ANY SUCH ASSIGNEE UNLESS AND UNTIL THE ASSIGNEE DELIVERS TO THE
COMPANY (I) A WRITTEN NOTICE STATING THE NAME AND ADDRESS OF THE ASSIGNEE AND
IDENTIFYING THE SECURITIES WITH RESPECT TO WHICH SUCH RIGHTS ARE BEING ASSIGNED,
IF ANY, AND (II) A WRITTEN INSTRUMENT BY WHICH SUCH ASSIGNEE AGREES TO BE BOUND
BY THE OBLIGATIONS IMPOSED UPON HOLDERS UNDER THIS AGREEMENT TO THE SAME EXTENT
AS IF SUCH ASSIGNEE WERE A PARTY HERETO (OR EXECUTES AND DELIVERS TO THE COMPANY
A COUNTERPART TO THIS AGREEMENT AND AGREES TO BE TREATED AS A "HOLDER" FOR ALL
PURPOSES OF THIS AGREEMENT).
4.3.
NOTICE.
UNLESS OTHERWISE PROVIDED HEREIN, ALL
NOTICES, REQUESTS, DEMANDS, CLAIMS AND OTHER COMMUNICATIONS PROVIDED FOR UNDER
THE TERMS OF THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED
PERSONALLY, BY FACSIMILE (WITH RECEIPT CONFIRMED TELEPHONICALLY) OR SENT BY
CERTIFIED, REGISTERED OR EXPRESS MAIL, POSTAGE PREPAID.
ANY SUCH NOTICE SHALL
BE DEEMED GIVEN IF DELIVERED PERSONALLY OR