($3.00) OR GREATER OR AN EVENT OF DEFAULT HAS OCCURRED.
(D)
THE SECURITY AGREEMENT BY AND BETWEEN THE COMPANY AND THE BUYER
DATED MAY 30, 2006 IS HEREBY AMENDED AS FOLLOWS:
(I)
A NEW SECTION 7.8 IS HEREBY ADDED TO ARTICLE 7. (NEGATIVE
COVENANTS) TO READ AS FOLLOWS:
SECTION 7.8.
DIVESTITURE OF ASSETS.
THE COMPANY SHALL NOT, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER
INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION, OR LIQUIDATE, WIND-UP OR
DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR DISSOLUTION), OR CONVEY, SELL,
LEASE OR SUB-LEASE (AS LESSOR OR SUBLESSOR), EXCHANGE, TRANSFER OR OTHERWISE
DISPOSE OF, IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS, IN EXCESS OF
$250,000, ALL OR ANY PART OF ITS BUSINESS, ASSETS OR PROPERTY OF ANY KIND
WHATSOEVER, INCLUDING SENSEIT CORP'S LICENSING AGREEMENT WITH LUCENT, WHETHER
REAL, PERSONAL OR MIXED AND WHETHER TANGIBLE OR INTANGIBLE, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED.
2.
GOVERNING LAW: MISCELLANEOUS.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
THE PARTIES FURTHER AGREE THAT
ANY ACTION BETWEEN THEM SHALL BE HEARD IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY SITTING IN NEWARK, NEW JERSEY FOR THE ADJUDICATION OF
ANY CIVIL ACTION ASSERTED PURSUANT TO THIS PARAGRAPH.
(B)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH
PARTY AND DELIVERED TO THE OTHER PARTY.
IN THE EVENT ANY SIGNATURE PAGE IS
DELIVERED BY FACSIMILE TRANSMISSION, THE PARTY USING
4
SUCH MEANS OF DELIVERY SHALL CAUSE FOUR ADDITIONAL ORIGINAL EXECUTED SIGNATURE
PAGES TO BE PHYSICALLY DELIVERED TO THE OTHER PARTY WITHIN FIVE DAYS OF THE
EXECUTION AND DELIVERY HEREOF.
(C)
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
(D)
SEVERABILITY.
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.
(E)
ENTIRE AGREEMENT, AMENDMENTS.
THIS AGREEMENT SUPERSEDES ALL OTHER
PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE BUYER(S), THE COMPANY, THEIR
AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS
DISCUSSED HEREIN, AND THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS
COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR
THEREIN, NEITHER THE COMPANY NOR ANY BUYER MAKES ANY REPRESENTATION, WARRANTY,
COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF THIS
AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED
BY THE PARTY TO BE CHARGED WITH