AGREE NOT TO ASSERT BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE ACTION, SUIT
OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE ACTION,
SUIT OR PROCEEDING IS IMPROPER OR THAT MATTERS RELATING TO THE AGREEMENT OR THE
SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.
9
SECTION 9.09.
COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, all of which taken together shall
constitute one and the same instrument.
[signature page follows]
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
COMPANY
CYBERMESH INTERNATIONAL CORPORATION
/s/ John Samuel Porter
Name: John Samuel Porter
Title: President and Director
INVESTOR
DA HE LLC
/s/ Tessa Munz
Name: Tessa Munz
Title: Manager
11
EXHIBIT A
DRAW DOWN NOTICE
[Date]
CYBERMESH INTERNATIONAL CORPORATION
2715 Indian Farm Ln. NW
Albuquerque, NM 87107
Reference is made to the Equity Line Financing Agreement between Cybermesh
International Corp. (the "Company") and _______________ dated as of March __,
2011. The Investor confirms that all conditions to the delivery of this Draw
Down Notice are satisfied as of the date hereof.
Date of Delivery of Draw Down Notice: ____________.
Amount: ___________________.
Shares: ______________.
INVESTOR
[NAME]
By:
Name:
Title:
12