be modified to the minimum extent permitted by law so as most
fully to achieve the intention of this Agreement. This Agreement shall be
governed by and shall be construed and enforced in accordance with the internal
laws of the State of Illinois, without regard to conflicts of law principles.
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13.
Continuation of Subordination; Termination of Agreement.
This Agreement shall
remain in full force and effect until the indefeasible payment in full in cash
of the Senior Debt and the termination of all lending commitments under the
Senior Debt Documents after which this Agreement shall terminate without further
action on the part of the parties hereto.
14.
CONSENT TO JURISDICTION.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS LOCATED IN THE
CITY OF CHICAGO, COUNTY OF COOK, OR OF THE UNITED STATES OF AMERICA FOR THE FOR
THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE SUBORDINATED CREDITOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS.
EACH PARTY HERETO HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO SUCH PERSON AT THEIR RESPECTIVE ADDRESSES SET FORTH IN
THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE
SAME HAS BEEN POSTED.
15.
WAIVER OP JURY TRIAL.
THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN
CONNECTION WITH OR RELATING TO, THIS AGREEMENT AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR
PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.
EACH OF
SUBORDINATED CREDITOR, EACH COMPANY AND SENIOR AGENT WARRANTS AND REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
IN WITNESS WHEREOF, intending to be legally bound, and intending that this
Agreement constitute an instrument executed and delivered under seal, the
parties have caused this Agreement to be executed under seal as of the date
first written above.
SUBORDINATED CREDITOR:
RICHARD STEEL, an individual
/s/ Richard Steel
COMPANIES:
SOCIAL REALITY, INC., a Delaware corporation
By:
/s/ Christopher Miglino
Name:
Christopher Miglino
Title:
Chief Executive Officer
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SENIOR AGENT:
VICTORY PARK MANAGEMENT, LLC, a Delaware limited liability company
By:
/s/ Scott Zemnick
Name:
Scott Zemnick
Title:
Authorized Signatory
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