THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE STATE OF DELAWARE, FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN, 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
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF 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 TO SUCH PARTY AT THE ADDRESS FOR SUCH
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.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR
UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT
JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT IN ANY OTHER JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
18
(J)
AMENDMENTS AND WAIVERS.
THE PROVISIONS
OF THIS AGREEMENT MAY BE AMENDED, WAIVED OR OTHERWISE MODIFIED UPON THE WRITTEN
AGREEMENT OF THE COMPANY AND THE INVESTOR MAJORITY.
ANY WAIVER, PERMIT, CONSENT
OR APPROVAL OF ANY KIND OR CHARACTER ON THE PART OF ANY HOLDERS OF ANY PROVISION
OR CONDITION OF THIS AGREEMENT MUST BE MADE IN WRITING AND SHALL BE EFFECTIVE
ONLY TO THE EXTENT SPECIFICALLY SET FORTH IN WRITING.
NOTWITHSTANDING THE
FOREGOING, SECTION 8(C)(II) SHALL NOT BE AMENDED, WAIVED OR OTHERWISE MODIFIED
WITHOUT THE PRIOR WRITTEN CONSENT OF SAFEGUARD (AND/OR THEIR PERMITTED
TRANSFEREES UNDER THE SAFEGUARD REGISTRATION RIGHTS AGREEMENT).
(K)
FINAL AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE COMPLETE AND FINAL AGREEMENT OF THE PARTIES CONCERNING THE
MATTERS REFERRED TO HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS.
(L)
EXECUTION.
THIS AGREEMENT MAY BE
EXECUTED IN IDENTICAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL
BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT,
ONCE EXECUTED BY A PARTY, MAY BE DELIVERED TO THE OTHER PARTY HERETO BY
FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT BEARING THE SIGNATURE OF THE
PARTY SO DELIVERING THIS AGREEMENT.
(M)
CONSENTS.
ALL CONSENTS AND OTHER
DETERMINATIONS TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE
MADE, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, BY INVESTORS HOLDING
A
MAJORITY OF THE REGISTRABLE SECURITIES, DETERMINED AS IF ALL OF THE PREFERRED
SHARES THEN OUTSTANDING HAVE BEEN CONVERTED INTO OR EXERCISED