A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES
OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN
FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE
SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
[Remainder of page intentionally left blank]
25
IN WITNESS WHEREOF, the parties have executed this Series E Preferred Stock
Purchase Agreement as of the date first written above.
COMPANY:
XPRESSPA GROUP, INC.
By: /s/ Edward Jankowski
Name:
Edward Jankowski
(print)
Title: Chief Executive Officer
Address: 780 Third Avenue, 12th Floor
New
York, New York 10017
Signature Page to Stock Purchase Agreement
PURCHASER:
CALM.COM, INC.
Michael Acton Smith
(Print Name of
Purchaser)
By: /s/ Michael Acton Smith
Name: Michael Acton Smith
(print)
Title:
Address:
140 Second Street,
San
Francisco, California 94105
PURCHASER:
CALM.COM, INC.
Alex Tew
(Print Name of Purchaser)
By: /s/ Alex Tew
Name: Alex Tew
(print)
Title:
Address:
140 Second Street,
San Francisco, California 94105
Signature Page to Stock Purchase Agreement
EXHIBITS
Exhibit A -
FORM OF CERTIFICATE OF DESIGNATION
Exhibit B -
DISCLOSURE
SCHEDULE
Exhibit C -
FORM OF LOCK-UP AGREEMENT
Exhibit D -
FORM
OF LEGAL OPINION OF COMPANY COUNSEL
Annex I -
CURRENT OR POTENTIAL JOINT
VENTURES OR PARTNERSHIPS BETWEEN THE COMPANY AND ENTITIES
EXHIBIT A
FORM OF CERTIFICATE OF DESIGNATION
EXHIBIT B
DISCLOSURE SCHEDULE
EXHIBIT C
FORM OF LOCK-UP AGREEMENT
EXHIBIT D
FORM OF LEGAL OPINION OF COMPANY COUNSEL
ANNEX I
CURRENT OR POTENTIAL JOINT VENTURES OR PARTNERSHIPS BETWEEN THE
COMPANY AND ENTITIES