Softbank Agreement. The Company has entered into an agreement ------------------ with Softbank America, Inc., Softbank Ventures, Inc., Softbank Contents Funds, Softbank Technology Ventures IV, L.P., Softbank Technology Advisors Fund, L.P., Softbank Capital Partners, L.P. Softbank Capital Advisors Fund, L.P., Softbank Technology Advisors Fund V and Softbank Technology Entrepreneurs Fund V (collectively, "Softbank") a copy of which has been delivered to Parent (the "Softbank Agreement"). The Softbank Agreement has been duly authorized by all necessary corporate action on the part of the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity, and to the Company's knowledge, the Softbank Agreement has been duly authorized by Softbank and is a valid and binding obligation of Softbank, enforceable against Softbank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity.
Softbank Agreement. The Company covenants and agrees ------------------ (a) that it will not amend, alter or agree to any change of, or waiver under, the Softbank Agreement without the prior written consent of Parent (which may be granted or withheld in its absolute discretion) and (b) that it will use its best efforts to enforce the Softbank Agreement against Softbank in accordance with its terms.
