UPON RECEIPT.
If to Obligor, to:
Riptide Worldwide, Inc.
200 E. Palm Valley Drive
Second Floor
Oviedo, FL 32765
If to Holder, to:
Matrix Holdings, LLC
1359 Broadway, Suite 600
New York, NY 10018
(G)
GOVERNING LAW; FORUM; SERVICE OF PROCESS.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES) AS TO
ALL MATTERS, INCLUDING VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES
OF AND UNDER THIS NOTE. VENUE IN ANY AND ALL SUITS, ACTIONS AND PROCEEDINGS
BETWEEN THE PARTIES HERETO AND RELATING TO THE SUBJECT MATTER OF THIS NOTE SHALL
BE IN THE COURTS LOCATED IN THE STATE OF NEW YORK (THE "COURTS"), WHICH SHALL
HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE, AND HOLDER AND OBLIGOR HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY
WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH SUIT,
ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED BY
SUCH COURTS. HOLDER AND OBLIGOR EACH HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A
JURY TRIAL ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(H)
SEVERABILITY. THE INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY OF ONE OR MORE OF THE CLAUSES OR PROVISIONS OF THIS NOTE IN ANY
JURISDICTION SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THIS
NOTE IN SUCH JURISDICTION OR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THIS
NOTE, INCLUDING ANY SUCH CLAUSE OR PROVISION, IN ANY OTHER JURISDICTION, IT
BEING INTENDED THAT ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
(I)
SUCCESSORS; ASSIGNS; THIRD-PARTY
BENEFICIARIES. THE PROVISIONS OF THIS NOTE SHALL BE BINDING UPON THE PARTIES
HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND PERMITTED ASSIGNS. NEITHER
THIS NOTE NOR THE RIGHTS OR OBLIGATIONS OF OBLIGOR MAY BE ASSIGNED BY OBLIGOR
WITHOUT THE PRIOR WRITTEN CONSENT OF HOLDER. HOLDER MAY ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER TO ANY AFFILIATE, PROVIDED THAT ANY ASSIGNMENT TO AN
AFFILIATE WHICH IS NOT A WHOLLY OWNED SUBSIDIARY OF THE HOLDER SHALL BE SUBJECT
TO THE PRIOR WRITTEN CONSENT OF OBLIGOR WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED. ANY ATTEMPTED ASSIGNMENT IN CONTRAVENTION OF THIS NOTE
SHALL BE NULL AND VOID AND OF NO EFFECT. THIS NOTE IS FOR THE SOLE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND PERMITTED ASSIGNS
AND NO PROVISION HEREOF, WHETHER EXPRESS OR IMPLIED, IS INTENDED, OR SHALL BE
CONSTRUED, TO GIVE ANY OTHER PERSON ANY RIGHTS OR REMEDIES, WHETHER LEGAL OR
EQUITABLE, HEREUNDER.
(J)
AMENDMENTS. THIS NOTE MAY NOT BE AMENDED,
MODIFIED OR SUPPLEMENTED EXCEPT IN A WRITING SIGNED BY OBLIGOR AND HOLDER.
(K)
WAIVER. ANY WAIVER (WHETHER EXPRESS OR
IMPLIED) OF ANY DEFAULT OR BREACH OF OR BY ANY PARTY TO THIS NOTE SHALL NOT BE
EFFECTIVE UNLESS EVIDENCED BY A WRITING SIGNED BY THE PARTY AGAINST WHICH SUCH
WAIVER IS SOUGHT TO BE