/Docs/G/Techstars-Equity-CmA/NotePurchase/Form/0.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=Misc.Sec): Visual Print Technical: OpenParameters Xray

---

Miscellaneous

1. Binding Agreement
   The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
2. Governing Law
   This Agreement shall be governed by and construed under the laws of {Law.State.the} as applied to agreements among {Law.State} residents, made and to be performed entirely within {Law.State.the}, without giving effect to conflicts of laws principles.
3. Counterparts
   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4. Titles and Subtitles
   The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
5. Notices
   
   1. upon personal delivery to the party to be notified;
   2. when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day;
   3. five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
   4. one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
   All communications shall be sent to the Company at the address on the signature page below, and to Purchaser at the addresses set forth on the Schedule of Purchasers attached hereto or at such other addresses as the Company or Purchaser may designate by 10 days advance written notice to the other parties hereto
6. Modification; Waiver
   No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon the written consent of the Company and the holders of the Notes representing a majority of the aggregate principal amount of all Notes then outstanding (the "Requisite Holders"). Any provision of the Notes may be amended or waived by the written consent of the Company and the Requisite Holders.
7. Expenses
   The Company and each Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein.
8. Delays or Omissions
   It is agreed that no delay or omission to exercise any right, power or remedy accruing to each Purchaser, upon any breach or default of the Company under the Loan Documents shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any waiver by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.
9. Entire Agreement
   This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.