John Altorelli, Esq.
Facsimile: (212) 259-6580
in each case, or to such other address as the Person to whom notice is given may
have previously furnished to the others in writing in the manner set forth
above.
15.
THIS AGREEMENT SETS FORTH THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE TERMS OF THE AGREEMENT BETWEEN THE PARTIES HERETO AND FULLY
SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES
HERETO PERTAINING TO THE SUBJECT MATTER HEREOF.
16.
SHOULD ANY PART, TERM OR PROVISION OF THIS AGREEMENT BE
DECLARED OR DETERMINED BY ANY COURT TO BE ILLEGAL, INVALID OR OTHERWISE
UNENFORCEABLE, THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PARTS,
TERMS OR PROVISIONS HEREOF SHALL BE
5
DEEMED NOT TO BE AFFECTED, AND THE AGREEMENT SHALL BE INTERPRETED AND ENFORCED
AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PART, TERM OR PROVISION, TO THE
EXTENT POSSIBLE, IS NOT CONTAINED HEREIN.
17.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND THE RULE OF
CONSTRUCTION THAT AMBIGUITIES ARE CONSTRUED AGAINST THE DRAFTER IS HEREBY
WAIVED.
18.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, SUPPLEMENTED, OR
TERMINATED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO.
19.
ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND SHALL BE ENFORCEABLE BY THE SUCCESSORS AND PERMITTED ASSIGNS
OF THE PARTIES HERETO.
NO PARTY SHALL ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO.
20.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO
BE ONE AND THE SAME AGREEMENT. EXECUTED COUNTERPARTS MAY BE DELIVERED VIA E-MAIL
IN PORTABLE DOCUMENT FORMAT (.PDF) OR VIA FACSIMILE TRANSMISSION.
6
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
MRV COMMUNICATIONS, INC.
By:
/s/ Noam Lotan
Name:
Noam Lotan
Title:
Chief Executive Officer
SPENCER CAPITAL MANAGEMENT, LLC
By:
/s/ Dr. Kenneth Shubin Stein
Name:
Dr. Kenneth Shubin Stein
Title:
Managing Member
SPENCER CAPITAL PARTNERS, LLC
By:
/s/ Dr. Kenneth Shubin Stein
Name:
Dr. Kenneth Shubin Stein
Title:
Managing Member
SPENCER CAPITAL OPPORTUNITY FUND, LP
By:
SPENCER CAPITAL PARTNERS, LLC
General Partner
By:
/s/ Dr. Kenneth Shubin Stein
Name:
Dr. Kenneth Shubin Stein
Title:
Managing Member
/s/ Dr. Kenneth Shubin Stein
DR. KENNETH SHUBIN STEIN
BOSTON AVENUE CAPITAL LLC
By:
/s/ Stephen J. Heyman
Name:
Stephen J. Heyman
Title:
Manager
YORKTOWN AVENUE CAPITAL, LLC
By:
/s/ Stephen J. Heyman
Name:
Stephen J. Heyman
Title:
Manager
VALUE FUND ADVISORS, LLC
By:
/s/ Charles M. Gillman
Name:
Charles M. Gillman
Title:
Manager
/s/ Charles M. Gillman
CHARLES M. GILLMAN
/s/ Michael McConnell
MICHAEL MCCONNELL