THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(C)
ENTIRE AGREEMENT. THIS AGREEMENT SUPERSEDES ALL PRIOR DISCUSSIONS
AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND THIS AGREEMENT CONTAINS THE SOLE AND ENTIRE AGREEMENT AMONG THE PARTIES WITH
RESPECT TO THE MATTERS COVERED HEREBY.
(D)
AMENDMENT.
THIS AGREEMENT SHALL NOT BE ALTERED OR AMENDED EXCEPT
BY AN INSTRUMENT IN WRITING SIGNED BY OR ON BEHALF OF THE COMPANY AND THE
HOLDER.
(E)
INTERPRETATION.
NO AMBIGUITY IN ANY PROVISION HEREOF SHALL BE
CONSTRUED AGAINST A PARTY BY REASON OF THE FACT IT WAS DRAFTED BY SUCH PARTY OR
ITS COUNSEL. FOR PURPOSES OF THIS AGREEMENT: "HEREIN", "HEREBY", "HEREUNDER",
"HEREWITH" AND "HEREINAFTER" REFER TO THIS AGREEMENT IN ITS ENTIRETY, AND NOT TO
ANY PARTICULAR SUBSECTION OR PARAGRAPH. REFERENCES TO "INCLUDING" MEANS
INCLUDING WITHOUT LIMITING THE GENERALITY OF ANY DESCRIPTION PRECEDING SUCH
TERM. NOTHING EXPRESSED OR IMPLIED IN THIS AGREEMENT IS INTENDED, OR SHALL BE
CONSTRUED, TO CONFER UPON OR GIVE ANY PERSON OTHER THAN THE PARTIES HERETO ANY
RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
(F)
GOVERNING LAW; JURISDICTION. THE CORPORATE LAW OF THE STATE OF
DELAWARE SHALL GOVERN ALL ISSUES AND QUESTIONS CONCERNING THE RELATIVE RIGHTS OF
THE COMPANY AND ITS STOCKHOLDERS.
ALL OTHER ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT AND
THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS
OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT SITTING IN NEW YORK, NEW YORK OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
THE PARTIES HEREBY
AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL ADDRESSED TO ANY SUCH PARTY SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST A
6
PARTY IN ANY SUCH COURT.
THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
BINDING UPON ANY PARTY AND MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE
JURISDICTION ANY PARTY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
(G)
WAIVER OF JURY TRIAL.
EACH OF