STATE OF
NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
THE COMPANY HEREBY WAIVES ALL
RIGHTS TO A TRIAL BY JURY.
(D)
THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY, DO NOT CONSTITUTE A
PART OF THIS WARRANT AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT ANY OF THE
PROVISIONS HEREOF.
(E)
IN CASE ANY ONE OR MORE OF THE PROVISIONS OF THIS WARRANT SHALL BE
INVALID OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY AND ENFORCEABILITY OF THE
REMAINING TERMS AND PROVISIONS OF THIS WARRANT SHALL NOT IN ANY WAY BE AFFECTED
OR IMPAIRED THEREBY AND THE PARTIES WILL ATTEMPT IN GOOD FAITH TO AGREE UPON A
VALID AND ENFORCEABLE PROVISION WHICH SHALL BE A COMMERCIALLY REASONABLE
SUBSTITUTE THEREFOR, AND UPON SO AGREEING, SHALL INCORPORATE SUCH SUBSTITUTE
PROVISION IN THIS WARRANT.
8
(F)
NOTHING CONTAINED IN THIS WARRANT SHALL BE CONSTRUED AS
CONFERRING UPON THE HOLDER THE RIGHT TO VOTE OR TO CONSENT OR TO RECEIVE NOTICE
AS A STOCKHOLDER IN RESPECT OF MEETINGS OF STOCKHOLDERS FOR THE ELECTION OF
DIRECTORS OF THE COMPANY OR ANY OTHER MATTERS OR ANY RIGHTS WHATSOEVER AS A
STOCKHOLDER OF THE COMPANY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS]
9
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS WARRANT TO BE DULY EXECUTED BY
ITS AUTHORIZED OFFICER AS OF THE DATE FIRST INDICATED ABOVE.
SUPERIOR TELECOM INC.
By:
Name:
Title:
10
FORM OF EXERCISE NOTICE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)
To [Company Name]
The undersigned is the Holder of Warrant No.
(the "Warrant")
issued by Superior Telecom Inc., a Delaware corporation (the "Company").
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.
1.
THE WARRANT IS CURRENTLY EXERCISABLE TO
PURCHASE A TOTAL OF
WARRANT SHARES.