INVESTORS HOLDING AT
LEAST TWO-THIRDS (2/3) OF THE REGISTRABLE SECURITIES.
ANY CONSENT OR OTHER
DETERMINATION APPROVED BY INVESTORS AS PROVIDED IN THE IMMEDIATELY PRECEDING
SENTENCE SHALL BE BINDING ON ALL INVESTORS.
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.
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.
21
M.
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 7(A) AND 7(B) HEREOF, EACH 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.
N.
THE COMPANY SHALL NOT GRANT ANY PERSON
ANY REGISTRATION RIGHTS WITH RESPECT TO SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES OF THE COMPANY OTHER THAN REGISTRATION RIGHTS THAT WILL NOT ADVERSELY
AFFECT THE RIGHTS OF THE INVESTORS HEREUNDER (INCLUDING BY LIMITING IN ANY WAY
THE NUMBER OF REGISTRABLE SECURITIES THAT COULD BE INCLUDED IN ANY REGISTRATION
STATEMENT PURSUANT TO RULE 415) AND SHALL NOT OTHERWISE ENTER INTO ANY AGREEMENT
THAT IS INCONSISTENT WITH THE RIGHTS GRANTED TO THE INVESTORS HEREUNDER.
O.
THE OBLIGATIONS OF EACH INVESTOR
HEREUNDER ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER INVESTOR,
AND NO PROVISION OF THIS AGREEMENT IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY
INVESTOR VIS-À-VIS ANY OTHER INVESTOR.
NOTHING CONTAINED HEREIN, AND NO ACTION
TAKEN BY ANY INVESTOR PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE
INVESTORS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF
ENTITY, OR CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN
CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS
CONTEMPLATED HEREIN.
P.
UNLESS THE CONTEXT OTHERWISE REQUIRES,
(I) ALL REFERENCES TO SECTIONS, SCHEDULES OR EXHIBITS ARE TO