A SIGNATURE TO THIS AGREEMENT OR ANY AMENDMENT
HERETO OR THE FACT THAT SUCH SIGNATURE WAS TRANSMITTED OR COMMUNICATED THROUGH
THE USE OF A FACSIMILE MACHINE OR E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE
AS A DEFENSE TO THE FORMATION OR ENFORCEABILITY OF A CONTRACT AND EACH PARTY
HERETO FOREVER WAIVES ANY SUCH DEFENSE.
J.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE DONE AND
PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL
SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS THE OTHER
PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
K.
ALL CONSENTS AND OTHER DETERMINATIONS TO BE MADE BY THE INVESTOR
PURSUANT TO THIS AGREEMENT SHALL BE MADE ONLY BY THE INVESTOR.
L.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO RULES OF
STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
M.
EACH BUYER AND EACH HOLDER OF THE REGISTRABLE SECURITIES SHALL
HAVE ALL RIGHTS AND REMEDIES SET FORTH IN THE TRANSACTION DOCUMENTS AND ALL
RIGHTS AND REMEDIES THAT SUCH BUYERS AND HOLDERS HAVE BEEN GRANTED AT ANY TIME
UNDER ANY OTHER AGREEMENT OR CONTRACT AND ALL OF THE RIGHTS THAT SUCH BUYERS AND
HOLDERS HAVE UNDER ANY LAW.
ANY PERSON HAVING ANY RIGHTS UNDER ANY PROVISION OF
THIS AGREEMENT SHALL BE ENTITLED TO ENFORCE SUCH RIGHTS SPECIFICALLY (WITHOUT
POSTING A BOND OR OTHER SECURITY OR PROVING ACTUAL DAMAGES), TO RECOVER DAMAGES
BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE ALL
OTHER RIGHTS GRANTED BY LAW OR IN EQUITY.
N.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS AND, TO THE EXTENT
PROVIDED IN SECTIONS 6(A) AND 6(B) HEREOF, THE INVESTOR, ANY UNDERWRITER, AND
THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS,
REPRESENTATIVES OF, AND EACH PERSON, IF ANY, WHO CONTROLS ANY INVESTOR OR
UNDERWRITER WITHIN THE MEANING OF THE 1933 ACT OR THE 1934 ACT AND EACH OF THE
COMPANY'S DIRECTORS, EACH OF THE COMPANY'S OFFICERS WHO SIGNS THE REGISTRATION
STATEMENT, AND EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE MEANING
OF THE 1933 ACT OR THE 1934 ACT, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY
PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
O.
UNLESS THE CONTEXT OTHERWISE REQUIRES, (I) ALL REFERENCES TO
SECTIONS, SCHEDULES OR EXHIBITS ARE TO SECTIONS, SCHEDULES OR EXHIBITS CONTAINED
IN OR ATTACHED TO THIS AGREEMENT, (II) WORDS IN THE SINGULAR OR PLURAL INCLUDE
THE SINGULAR AND PLURAL AND PRONOUNS STATED IN EITHER THE MASCULINE, THE
FEMININE OR NEUTER GENDER SHALL INCLUDE THE MASCULINE,
FEMININE AND NEUTER AND (III) THE USE OF THE WORD "INCLUDING" IN THIS AGREEMENT
SHALL BE BY WAY OF EXAMPLE RATHER THAN LIMITATION.
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IN WITNESS WHEREOF, each party