Waiver of Rights Agreement Sample Contracts

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FOLLOW ON FUNDING WAIVER OF RIGHTS AGREEMENT
Waiver of Rights Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Nevada

This Waiver of Rights Agreement (the “Agreement”) is made and entered into as of ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, Katie & Adam Bridge Partners, L.P., G. Chris Andersen, Paul M. Higbee and Vision Opportunity Master Fund, Ltd. (each a “Purchaser” and collectively the “Purchasers”), and Mastodon Ventures, Inc., Gusrae Kaplan Bruno & Nusbaum, PLLC and David M. Loev (the “Interested Parties” and collectively with the Purchasers, the “Warrant Holders”) each individually a “Party” and collectively the “Parties.”

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