In the event that any provision of this Agreement, the Note, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, the Warrant or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note, the Pledge Agreement,, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, the Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby.