Corporate Services Limited
P.O. Box 309 GT
Ugland House
George Town
South Church Street
Grand Cayman, Cayman Islands
Facsimile: 345-949-8080
With a copy to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Scott J. Giordano, Esq.
Telephone: (212) 407-4000
Facsimile: (212) 407-4990
With a copy to:
Laurus Capital Management, LLC
335 Madison Avenue, 10th Fl.
New York, New York 10017
Attention: Portfolio Services
Telephone: (212) 541-5800
Telecopier: (212) 541-4410
If to the Parent or Company Agent:
Elandia, Inc.
1500 Cordova Road
Suite 312
Fort Lauderdale, FL 33316
Attention: Harley L. Rollins, Chief Financial Officer
Telephone: (954) 728-9090
Facsimile: (954) 728-9080
With a copies to:
Elandia, Inc.
1500 Cordova Road
Suite 312
Fort Lauderdale, FL 33316
Attention: Laura J. Jaeger
Telephone: (917) 592-7217
Facsimile: (954) 728-9080
and
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Carlton Fields, P.A.
4000 International Place
100 SE 2nd Street
Suite 4000
Miami, FL 33131-9101
Attention: Dennis J. Olle, Esq.
Telephone: (305) 539-7419
Facsimile: (305) 530-0055
If to any Company:
Latin Node, Inc.
9800 NW 41 Street, Suite 200
Miami, Florida 33178
Attention: Manuel Salvoch, Chief Financial Officer
Telephone: (786) 364-2033
With a copy to:
Elandia, Inc.
1500 Cordova Road
Suite 312
Fort Lauderdale, FL 33316
Attention: Harley L. Rollins, Chief Financial Officer
Telephone: (954) 728-9090
Facsimile: (954) 728-9080
or such other address as may be designated in writing hereafter in accordance
with this Section 29 by such Person.
30. Governing Law, Jurisdiction and Waiver of Jury Trial.
(a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(b) EACH OF THE PARENT AND EACH COMPANY HEREBY CONSENTS AND AGREES THAT THE
STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN ANY COMPANY, ON THE ONE HAND, AND LAURUS, ON THE OTHER HAND, PERTAINING
TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS;
PROVIDED, THAT LAURUS, THE PARENT AND EACH COMPANY ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY
OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS
AGREEMENT
44
SHALL BE DEEMED OR OPERATE TO PRECLUDE LAURUS FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON
THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LAURUS. EACH OF THE PARENT AND EACH
COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH COMPANY HEREBY WAIVES ANY
OBJECTION THAT IT MAY HAVE BASED UPON LACK