THE
MEANING HEREOF.
(H)
THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A
PARTY, MAY BE DELIVERED TO THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A
COPY OF THIS AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS
AGREEMENT.
(I)
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 ANY 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.
(J)
ALL CONSENTS AND OTHER DETERMINATIONS
REQUIRED TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE,
UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
(K)
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.
(L)
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
(M)
THE OBLIGATIONS OF EACH BUYER HEREUNDER ARE
SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER BUYER, AND NO PROVISION
OF THIS AGREEMENT IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY BUYER VIS-À-VIS
ANY OTHER BUYER.
NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY BUYER
PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE BUYERS AS A PARTNERSHIP, AN
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE BUYERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH
RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREIN.
* * * * * *
18
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
COMPANY:
BROADVISION, INC.
By:
Name:
Title:
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
BUYERS:
PORTSIDE GROWTH & OPPORTUNITY FUND
By:
Name:
Title:
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
SF CAPITAL PARTNERS LTD.
By:
Name:
Title:
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
MANCHESTER SECURITIES CORP.
By:
Name:
Title:
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective