AGREEMENT WHICH IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS
TO THAT JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY AND
UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS
AND PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
IF ANY PROVISION OF
THIS AGREEMENT IS SO BROAD AS TO BE UNENFORCEABLE, THE PROVISION SHALL BE
INTERPRETED TO BE ONLY SO BROAD AS IS ENFORCEABLE.
6
(G)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF BRITISH COLUMBIA, WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
(H)
JURISDICTION AND VENUE.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT SOLELY IN A COURT OF
COMPETENT JURISDICTION IN THE PROVINCE OF BRITISH COLUMBIA AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE SECURITYHOLDER AND SONUS HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF AND VENUE IN THE AFORESAID COURTS, NOTWITHSTANDING ANY
OBJECTIONS IT MAY OTHERWISE HAVE.
EACH OF THE SECURITYHOLDER AND SONUS
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE DELIVERY OF NOTICE AS PROVIDED IN
SECTION 10(L) BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER
SUCH DELIVERY.
(I)
WAIVER OF TRIAL BY JURY.
EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER
VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10(I).
(J)
ATTORNEY'S FEES.
THE PREVAILING PARTY
IN ANY LITIGATION, ARBITRATION, MEDIATION, BANKRUPTCY, INSOLVENCY OR OTHER
PROCEEDING ("PROCEEDING") RELATING TO THE ENFORCEMENT OR INTERPRETATION OF THIS
AGREEMENT MAY RECOVER FROM THE UNSUCCESSFUL PARTY ALL FEES AND DISBURSEMENTS OF
COUNSEL (INCLUDING EXPERT WITNESS AND OTHER CONSULTANTS' FEES AND COSTS)
RELATING TO OR ARISING OUT OF (A) THE PROCEEDING (WHETHER OR NOT THE PROCEEDING
RESULTS IN A JUDGMENT) AND (B) ANY POST-JUDGMENT OR POST-AWARD PROCEEDING
INCLUDING, WITHOUT LIMITATION, ONE TO ENFORCE OR COLLECT ANY JUDGMENT OR AWARD
RESULTING FROM ANY PROCEEDING.
ALL SUCH JUDGMENTS AND AWARDS SHALL CONTAIN A
SPECIFIC PROVISION FOR THE RECOVERY OF ALL SUCH SUBSEQUENTLY INCURRED COSTS,
EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL.
(K)
COUNTERPARTS.
THIS