MODIFIED OR SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE
PROVISIONS HEREOF MAY NOT BE GIVEN, UNLESS THE
12
SAME SHALL BE IN WRITING AND SIGNED BY THE COMPANY AND EACH HOLDER OF THE THEN
OUTSTANDING REGISTRABLE SECURITIES.
NOTWITHSTANDING THE FOREGOING, A WAIVER OR
CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER THAT
RELATES EXCLUSIVELY TO THE RIGHTS OF HOLDERS AND THAT DOES NOT DIRECTLY OR
INDIRECTLY AFFECT THE RIGHTS OF OTHER HOLDERS MAY BE GIVEN BY HOLDERS OF ALL OF
THE REGISTRABLE SECURITIES TO WHICH SUCH WAIVER OR CONSENT RELATES; PROVIDED,
HOWEVER, THAT THE PROVISIONS OF THIS SENTENCE MAY NOT BE AMENDED, MODIFIED, OR
SUPPLEMENTED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE IMMEDIATELY
PRECEDING SENTENCE.
(G)
NOTICES. ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE DELIVERED AS SET FORTH IN THE PURCHASE AGREEMENT.
(H)
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS
OF EACH OF THE PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER. THE
COMPANY MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF ALL OF THE HOLDERS OF THE THEN-OUTSTANDING REGISTRABLE
SECURITIES. EACH HOLDER MAY ASSIGN THEIR RESPECTIVE RIGHTS HEREUNDER IN THE
MANNER AND TO THE PERSONS AS PERMITTED UNDER THE PURCHASE AGREEMENT.
(I)
NO INCONSISTENT AGREEMENTS. NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ENTERED, AS OF THE DATE HEREOF, NOR
SHALL THE COMPANY OR ANY OF ITS SUBSIDIARIES, ON OR AFTER THE DATE OF THIS
AGREEMENT, ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES, THAT WOULD
HAVE THE EFFECT OF IMPAIRING THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT
OR OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF.
EXCEPT AS SET FORTH ON
SCHEDULE 6(I), NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS PREVIOUSLY
ENTERED INTO ANY AGREEMENT GRANTING ANY REGISTRATION RIGHTS WITH RESPECT TO ANY
OF ITS SECURITIES TO ANY PERSON THAT HAVE NOT BEEN SATISFIED IN FULL.
(J)
EXECUTION AND COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND, ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION, SUCH SIGNATURE SHALL CREATE A VALID BINDING
OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE
WERE THE ORIGINAL THEREOF.
(K)
GOVERNING LAW.
ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE DETERMINED WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(L)
CUMULATIVE REMEDIES.
THE REMEDIES
PROVIDED HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY
LAW.
(M)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT
OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO
BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE,