THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT,
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS OR OBLIGATIONS OF THE STOCKHOLDER MAY BE ASSIGNED TO
ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF MCAFEE.
(D)
AMENDMENTS.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, ALTERED OR
SUPPLEMENTED, EXCEPT UPON THE EXECUTION AND DELIVERY OF A WRITTEN AGREEMENT
EXECUTED BY EACH OF THE PARTIES HERETO.
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(E)
SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF.
EACH OF THE PARTIES HERETO
HEREBY ACKNOWLEDGES THAT (I) THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
RESTRICTIONS SET FORTH IN THIS AGREEMENT ARE NECESSARY, FUNDAMENTAL AND REQUIRED
FOR THE PROTECTION OF BUYERS AND TO PRESERVE FOR BUYERS THE BENEFITS OF THE
ACQUISITION; (II) SUCH COVENANTS RELATE TO MATTERS WHICH ARE OF A SPECIAL,
UNIQUE, AND EXTRAORDINARY CHARACTER THAT GIVES EACH SUCH REPRESENTATION,
WARRANTY, COVENANT AND RESTRICTION A SPECIAL, UNIQUE, AND EXTRAORDINARY VALUE;
AND (III) A BREACH OF ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR
RESTRICTION, OR ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, WILL RESULT IN
IRREPARABLE HARM AND DAMAGES TO BUYERS WHICH CANNOT BE ADEQUATELY COMPENSATED BY
A MONETARY AWARD.
ACCORDINGLY, THE STOCKHOLDER HEREBY EXPRESSLY AGREES THAT IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY, BUYERS SHALL BE
ENTITLED TO THE IMMEDIATE REMEDY OF SPECIFIC PERFORMANCE, A TEMPORARY AND/OR
PERMANENT RESTRAINING ORDER, PRELIMINARY INJUNCTION, OR SUCH OTHER FORM OF
INJUNCTIVE OR EQUITABLE RELIEF AS MAY BE USED BY ANY COURT OF COMPETENT
JURISDICTION TO RESTRAIN OR ENJOIN THE STOCKHOLDER FROM BREACHING ANY
REPRESENTATIONS, WARRANTIES, COVENANTS OR RESTRICTIONS SET FORTH IN THIS
AGREEMENT, OR TO SPECIFICALLY ENFORCE THE TERMS AND PROVISIONS HEREOF.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED,
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION, RULE
OR PRINCIPLE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.
(G)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED DULY GIVEN (I) ON THE DATE OF DELIVERY IF DELIVERED
PERSONALLY, (II) ON THE DATE OF CONFIRMATION OF RECEIPT (OR, THE FIRST BUSINESS
DAY FOLLOWING SUCH RECEIPT IF THE DATE IS NOT A BUSINESS DAY) OF TRANSMISSION BY
TELECOPY OR TELEFACSIMILE OR (III) ON THE DATE OF CONFIRMATION OF RECEIPT (OR,
THE FIRST BUSINESS DAY FOLLOWING SUCH RECEIPT IF THE DATE IS NOT A BUSINESS DAY)
IF DELIVERED BY A NATIONALLY RECOGNIZED COURIER SERVICE.
ALL NOTICES HEREUNDER
SHALL BE DELIVERED AS SET FORTH BELOW, OR PURSUANT TO SUCH OTHER INSTRUCTIONS AS
MAY BE DESIGNATED IN WRITING BY THE PARTY TO RECEIVE SUCH NOTICE:
(I)
IF TO A BUYER:
McAfee, Inc. Corporation
McAfee, Inc.
3965 Freedom Circle
Santa Clara, CA 95054
Attention: General Counsel
Fax:
(408) 970-9727
with a copy to:
Hughes & Luce, LLP
1717 Main St.
Suite 2800
Dallas, TX 75201
Attention:
Benjamin D. Nelson
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