rights and obligations of Borrower with respect to all obligations hereunder.
The law of the Commonwealth of Massachusetts shall apply to this Agreement.
BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE VENUE LOCATED IN COSTON, MASSACHUSETTS IN ANY
ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE OR THE LOAN AGREEMENT.
BORROWER WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THE LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS EXECUTED IN
CONNECTION THEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.
BORROWER RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT.
BORROWER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN WITNESS WHEREOF, the parties hereto have made this promissory note as of the
date first above written.
BORROWER:
MICROFLUIDICS INTERNATIONAL CORPORATION
By
/s/ Brian E. LeClair
Name:
Brian E. LeClair
Title:
Exec. V.P. & CFO
MICROFLUIDICS CORPORATION
By
/s/ Brian E. LeClair
Name:
Brian E. LeClair
Title:
Exec. V.P. & CFO
[Exim Promissory Note Signature Page]