OR IN
CONNECTION WITH THIS AGREEMENT IN ANY MANNER PERMITTED BY DELAWARE LAW,
(B) AGREES THAT SERVICE OF PROCESS MADE IN ACCORDANCE WITH CLAUSE (A) OR MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED
PURSUANT TO SECTION 10, WILL CONSTITUTE GOOD AND VALID SERVICE OF PROCESS IN ANY
SUCH ACTION AND (C) WAIVES AND AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A
DEFENSE, OR OTHERWISE) IN ANY SUCH ACTION ANY CLAIM THAT SERVICE OF PROCESS MADE
IN ACCORDANCE WITH CLAUSE (A) OR (B) DOES NOT CONSTITUTE GOOD AND VALID SERVICE
OF PROCESS.
19.
WAIVER OF JURY TRIAL.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES
HERETO THAT THIS SECTION 19 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY
ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.
ANY PARTY HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.
22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE COMPANY:
CELLU PARENT CORPORATION
a Delaware corporation
By:
/s/ R. Sean Honey
Name: R. Sean Honey
Title: President
SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WP PARTIES:
WESTON PRESIDIO V, L.P.
By:
Weston Presidio Management V, L.P.
By:
/s/ R. Sean Honey
Name: R. Sean Honey
Title: Member
SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT
OTHER SHAREHOLDERS:
/S/ RUSSELL C. TAYLOR
Russell C. Taylor
Address:
Facsimile:
(
)
Consent of Spouse:
I acknowledge that I have read the foregoing Agreement and that I know its
contents.
I am aware, among other things, that by its provisions if I and/or my
spouse agree to sell or transfer any shares of the Company held by either of us,
including my community property interest in such shares, if any, rights of first
refusal and co-sale rights (as described in the Agreement) must be granted to
the Shareholders.
I am also aware that, among other things, by its provisions
the WP Parties can, in certain circumstances, compel a sale of shares of the
Company held by either of us, including any interest therein.
I hereby agree
that those shares and