invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.
10.9 Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such
rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.
10.10 Descriptive Headings. The headings contained in this Agreement are inserted for convenience of reference
only and do not constitute a part of and shall not affect in any way the meaning or interpretation of this Agreement.
10.11 Notices. Any notice, requests and other communications required or permitted to be sent hereunder must be
in writing and shall be deemed to have been duly given only if (i) delivered personally; (ii) given by facsimile transmission; (iii) delivered by FedEx or other nationally
recognized overnight courier service; or (iv) mailed (first class postage prepaid), certified mail, return receipt requested to the parties at the addresses or facsimile numbers set forth
below, or such other address or facsimile number as any Person designates by written notice to the Company, and shall be deemed to have been duly given upon delivery, if delivered personally, upon
receipt by the sender of a printed facsimile confirmation sheet, if given by facsimile transmission, one business day after delivery to the courier, if delivered by overnight courier service, or three
days after mailing, if mailed:
to the Company, to:
to the Investors, to the addresses set forth on Schedule 1 hereto.
to holders of the Registrable Shares other than the Investors, to the addresses set forth on the stock record books of the Company.
10.12 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York.
10.13 Final Agreement. This Agreement constitutes the complete and final agreement of the parties concerning the
matters referred to herein, and supersedes all prior agreements and understandings.
10.14 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.