TRANSFEREE OF ALL OR ANY
PORTION OF SUCH REGISTRABLE SECURITIES, SUCH TRANSFER WILL BE ALLOWED ONLY IF:
(A) THE HOLDER AGREES IN WRITING WITH THE TRANSFEREE OR ASSIGNEE TO ASSIGN SUCH
RIGHTS, AND A COPY OF SUCH AGREEMENT IS FURNISHED TO THE COMPANY WITHIN A
REASONABLE TIME AFTER SUCH ASSIGNMENT, (B) THE COMPANY IS, WITHIN A REASONABLE
TIME AFTER SUCH TRANSFER OR ASSIGNMENT, FURNISHED WITH WRITTEN NOTICE OF (I) THE
NAME AND ADDRESS OF SUCH TRANSFEREE OR ASSIGNEE AND (II) THE REGISTRABLE
SECURITIES WITH RESPECT TO WHICH SUCH REGISTRATION RIGHTS ARE BEING TRANSFERRED
OR ASSIGNED, (C) IMMEDIATELY FOLLOWING SUCH TRANSFER OR ASSIGNMENT, THE
REGISTRABLE SECURITIES SO TRANSFERRED OR ASSIGNED TO THE TRANSFEREE OR ASSIGNEE
CONSTITUTE RESTRICTED SECURITIES, (D) AT OR BEFORE THE TIME THE COMPANY RECEIVED
THE WRITTEN NOTICE CONTEMPLATED BY CLAUSE (B) OF THIS SENTENCE THE TRANSFEREE OR
ASSIGNEE AGREES IN WRITING WITH THE COMPANY TO BE BOUND BY ALL OF THE PROVISIONS
CONTAINED HEREIN, AND (E) THE COMPANY IS FURNISHED WITH AN OPINION OF COUNSEL,
WHICH COUNSEL AND OPINION SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECT
THAT THE PERMITTED ASSIGNMENT WOULD BE IN COMPLIANCE WITH THE SECURITIES ACT AND
ANY APPLICABLE STATE OR OTHER SECURITIES LAWS.
(C)
AMENDMENT AND WAIVER. THIS AGREEMENT MAY NOT BE AMENDED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE COMPANY AND BY THE REQUIRED HOLDERS. ANY
HOLDER MAY WAIVE ANY OF ITS, HIS OR HER RIGHTS UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, SUCH HOLDER'S RIGHT TO CAUSE ANY OTHER PERSON TO COMPLY WITH
SUCH OTHER PERSON'S OBLIGATIONS UNDER THIS AGREEMENT) ONLY BY AN INSTRUMENT IN
WRITING SIGNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT (I) ANY RIGHTS UNDER THIS
AGREEMENT WHICH INURE TO THE BENEFIT OF ANY AND ALL HOLDERS (INCLUDING, WITHOUT
LIMITATION, THE RIGHT OF ANY AND ALL HOLDERS TO CAUSE ANY OTHER PERSON TO COMPLY
WITH SUCH OTHER PERSON'S OBLIGATIONS UNDER THIS AGREEMENT) MAY BE WAIVED ON
BEHALF OF ANY AND ALL HOLDERS BY AN INSTRUMENT IN WRITING SIGNED BY THE REQUIRED
HOLDERS. ANY WAIVER, PURSUANT TO THIS SUBSECTION 9(C), OF A BREACH OF THIS
AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT
BREACH.
(D)
GOVERNING LAW; HEADINGS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS OF SUCH STATE. THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION HEREOF.
(E)
SEVERABILITY. IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT SHALL BE
INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
(F)
ENTIRE AGREEMENT. THIS AGREEMENT IS INTENDED BY THE PARTIES AS A FINAL
EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE
9
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN AND THEREIN. THIS AGREEMENT AND THE PURCHASE AGREEMENT
SUPERSEDE ALL PRIOR