AND (IN THE CASE OF ANY AMENDMENT,
MODIFICATION OR SUPPLEMENT THAT ADVERSELY AFFECTS THE RIGHTS OF THE SPONSORS
HEREUNDER) CONSENTED TO BY THE SPONSORS, AS THE CASE MAY BE, IN WRITING.
THE
PARTIES HERETO ACKNOWLEDGE THAT THE COMPANY'S CONSENT TO AN AMENDMENT OR
MODIFICATION OF THIS AGREEMENT MAY BE SUBJECT TO THE TERMS AND PROVISIONS OF THE
FINANCING AGREEMENTS (AS DEFINED IN THE STOCK SUBSCRIPTION AGREEMENT).
(E)
ASSIGNABILITY.
NEITHER THIS AGREEMENT NOR
ANY RIGHT, REMEDY, OBLIGATION OR LIABILITY ARISING HEREUNDER OR BY REASON HEREOF
SHALL BE ASSIGNABLE BY THE GRANTEE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES, AND THE SPONSORS.
(F)
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS WHICH WOULD REQUIRE OR
PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT
THE CORPORATE LAW OF THE STATE OF INCORPORATION OF THE COMPANY SPECIFICALLY AND
MANDATORILY APPLIES.
(G)
SECTION AND OTHER HEADINGS, ETC.
THE
SECTION AND OTHER HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
(H)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as
of the date first above written.
EQUINOX HOLDINGS, INC.
By:
Name:
Title:
THE GRANTEE:
By:
Name: "Name"
Address:
"Address"
15
Schedule A
Number of Options
Option Price
"Total_Options"
"Exercise_Price"
16