Fax:
(214) 939-5849
(II)
IF TO THE STOCKHOLDER: TO THE ADDRESS FOR NOTICE SET FORTH ON THE
SIGNATURE PAGE HEREOF.
with a copy to:
Citadel Security Software Inc.
5420 Lyndon B Johnson Fwy
2 Lincoln Centre
Suite 1600
Dallas, TX 75240
Fax:
(214) 520-9293
and
Wood & Sartain, LLP
12655 North Central Expressway
Suite 421
Dallas, Texas 75243
Attention:
David Wood
Fax:
(972) 701-0302
(H)
ENFORCEMENT; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
(I)
EACH OF THE PARTIES HERETO:
(A)
AGREES THAT HE WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION OR VENUE BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT;
(B)
AGREES THAT HE WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN
SUCH COURTS;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO A PARTY AT HIS ADDRESS
SET FORTH IN SECTION 12(G) OR AT SUCH OTHER ADDRESS OF WHICH A PARTY SHALL HAVE
BEEN NOTIFIED PURSUANT THERETO; AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.
(II)
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.
7
(III)
ALL RIGHTS, POWERS AND REMEDIES PROVIDED UNDER THIS AGREEMENT OR
OTHERWISE AVAILABLE IN RESPECT HEREOF AT LAW OR IN EQUITY SHALL BE CUMULATIVE
AND NOT ALTERNATIVE, AND THE EXERCISE OF ANY THEREOF BY ANY PARTY SHALL NOT
PRECLUDE THE SIMULTANEOUS OR LATER EXERCISE OF ANY OTHER SUCH RIGHT, POWER OR
REMEDY BY SUCH PARTY.
(I)
ENTIRE AGREEMENT.
THIS AGREEMENT, THE PROXY, THE PURCHASE AGREEMENT AND
ANY OTHER AGREEMENTS REFERRED TO IN THE PURCHASE AGREEMENT CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES IN RESPECT OF THE SUBJECT MATTER HEREOF, AND
SUPERSEDE ALL PRIOR NEGOTIATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH
RESPECT TO SUCH SUBJECT MATTER.
(J)
HEADINGS.
THE SECTION HEADINGS SET FORTH IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT IN ANY MANNER.
(K)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(L)
NO OWNERSHIP INTEREST.
NOTHING CONTAINED IN THIS AGREEMENT SHALL
BE DEEMED TO VEST IN MCAFEE ANY DIRECT OR INDIRECT OWNERSHIP OR INCIDENCE OF
OWNERSHIP OF OR WITH RESPECT TO ANY SHARES. ALL RIGHTS, OWNERSHIP AND ECONOMIC
BENEFITS OF AND RELATING TO THE SHARES SHALL REMAIN VESTED IN AND BELONG TO THE
STOCKHOLDER, AND MCAFEE SHALL HAVE NO AUTHORITY TO MANAGE, DIRECT, SUPERINTEND,
RESTRICT, REGULATE, GOVERN OR ADMINISTER ANY OF THE POLICIES OR OPERATIONS OF
SELLERS OR