AND OTHER WORDS OF
SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION OR OTHER SUBDIVISION;
(IV)
"OR" IS NOT EXCLUSIVE; AND
(V)
"INCLUDING" AND "INCLUDES" WILL BE DEEMED TO BE FOLLOWED BY "BUT
NOT LIMITED TO" AND "BUT IS NOT LIMITED TO," RESPECTIVELY.
(J)
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
(K)
REFERENCE TO THE SUBSIDIARIES OF AN ENTITY SHALL BE DEEMED TO
INCLUDE ALL DIRECT AND INDIRECT SUBSIDIARIES OF SUCH ENTITY.
(L)
THE PARTIES HERETO HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION
AND DRAFTING OF THIS AGREEMENT.
IN THE EVENT ANY AMBIGUITY OR QUESTION OF
INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED
JOINTLY BY ALL PARTIES HERETO, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE
FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISION
OF THIS AGREEMENT.
(M)
THE OBLIGATIONS AND REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDERS UNDER THIS AGREEMENT ARE SEVERAL AND NOT JOINT, AND ARE IN THEIR
CAPACITIES AS SUCH.
(N)
EACH STOCKHOLDER AGREES THAT SUCH STOCKHOLDER IS NOT RELYING UPON
ANY PERSON, FIRM, OR CORPORATION, OTHER THAN THE COMPANY AND ITS OFFICERS AND
DIRECTORS, IN MAKING ITS INVESTMENT OR DECISION TO INVEST IN THE COMPANY.
(O)
SOLELY FOR PURPOSES OF SECTION 2 HEREOF, THE COMPANY IS AN
INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT
[Remainder of Page Intentionally Left Blank]
8
IN WITNESS WHEREOF, the undersigned have executed and delivered or caused this
Agreement to be duly executed and delivered as of the date first written above.
STOCKHOLDERS:
OAK INVESTMENT PARTNERS XII,
LIMITED PARTNERSHIP
By:
Oak Associates XII, LLC
its General Partner
By:
/s/ Ann H. Lamont
Name:
Ann H. Lamont
Title:
Managing Member
SAFEGUARD DELAWARE, INC.
By:
/s/ Peter J. Boni
Name:
Peter J. Boni
Title:
President
SAFEGUARD SCIENTIFICS, INC.
By:
/s/ Peter J. Boni
Name:
Peter J. Boni
Title:
President
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:
/s/ Peter J. Boni
Name:
Peter J. Boni
Title:
President