5. Counsel Fees. The Company shall pay the reasonable and documented fees and expenses of the counsel of White Rock and NRM related to the negotiation and preparation of this Amendment.
6. Lock-up Agreements. The Company represents and warrants that, in connection with the proposed initial public offering, it has obtained lock-up agreements from each Holder and Key Holder and all greater than 1% stockholders of the Company.
7. Effect of Amendment. Except as otherwise provided herein, all of the provisions of the Investor Rights Agreement are hereby ratified and confirmed and all the terms, conditions and provisions thereof remain in full force and effect.
8. Governing Law. It is understood and agreed that the construction and interpretation of this Amendment shall at all times and in all respects be governed by the laws of the State of Delaware, without regard to its rules of conflicts or choice of laws.
9. Counterparts; Facsimile. This Amendment may be executed in one or more counterpart copies, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.
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