IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF TEXAS, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT
MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF
TEXAS.
(E)
SUBMISSION TO JURISDICTION. EACH OF THE PARTIES IRREVOCABLY AGREES
THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF BROUGHT BY
THE OTHER PARTY OR ITS SUCCESSORS OR ASSIGNS MAY BE BROUGHT AND DETERMINED IN
ANY TEXAS STATE OR FEDERAL COURT SITTING IN HARRIS COUNTY, TEXAS (OR, IF SUCH
COURT LACKS SUBJECT MATTER JURISDICTION, IN ANY APPROPRIATE TEXAS STATE OR
FEDERAL COURT), AND EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS FOR ITSELF AND WITH RESPECT TO
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, WITH REGARD TO ANY SUCH ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING
RELATING THERETO EXCEPT IN SUCH COURTS). EACH OF THE PARTIES FURTHER AGREES TO
ACCEPT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY SUCH COURTS. EACH OF THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND AGREES NOT TO ASSERT,
BY WAY OF MOTION OR AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, (A) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE
LAWFULLY TO SERVE PROCESS, (B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM
JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH
COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE)
AND (C) TO THE FULLEST EXTENT PERMITTED BY LAW, THAT (I) THE SUIT, ACTION OR
PROCEEDING IN ANY SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR (III) THIS AGREEMENT, OR THE
SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.
(F)
ASSIGNMENT; SUCCESSORS. THIS AGREEMENT WILL BE BINDING UPON,
INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS. THE REGISTRATION RIGHTS OF ANY HOLDER WITH RESPECT TO
ANY REGISTRABLE SECURITIES SHALL BE TRANSFERRED TO ANY PERSON WHO IS THE
SUCCESSOR, ASSIGNEE OR TRANSFEREE OF SUCH REGISTRABLE SECURITIES, PROVIDED SUCH
SUCCESSOR, ASSIGNEE OR TRANSFEREE AGREES IN WRITING FOR THE BENEFIT OF THE
COMPANY TO BE BOUND BY ALL THE PROVISIONS CONTAINED HEREIN.
(G)
SEVERABILITY. WHENEVER POSSIBLE, EACH PROVISION OR PORTION OF ANY
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OR PORTION OF ANY
PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT UNDER ANY