CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 7.7 HEREOF. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
(l) Jury Trial Waiver. EACH OF PLEDGOR AND COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY
RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (ii) ARISING FROM ANY
DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND
AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.
(m) Waiver of Certain Damages. EXCEPT AS PROHIBITED BY LAW, PLEDGOR, COMPANY AND
SECURED PARTY HEREBY EACH WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. PLEDGOR AND COMPANY EACH
CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF SECURED PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR SECURED PARTY, COMPANY AND PLEDGOR TO ACCEPT THIS
AGREEMENT AND ENTER INTO THE TRANSACTIONS CONTEMPLATED UNDER THE PURCHASE
AGREEMENT.
(n) Counterparts. This Agreement may be executed in any number of counterparts
and by either party hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge Agreement
as of the date first written above.
PLEDGOR:
WARP TECHNOLOGY HOLDINGS, INC.
By: /s/ Ernest Mysogland
Name: Ernest Mysogland
Title: Executive Vice President
COMPANY:
KENOSIA CORPORATION
By: /s/ Ernest Mysogland
Name: Ernest Mysogland
Title: Executive Vice President
SECURED PARTY:
BRISTOL TECHNOLOGY, INC.
By: /s/ Keith Blackwell
Name: Keith Blackwell
Title: President