IN NEW YORK, NEW YORK,
PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
THE ARBITRATION
TRIBUNAL SHALL CONSIST OF ONE ARBITRATOR.
IF THE PARTIES CANNOT AGREE ON THE
ARBITRATOR, THE OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW
YORK SHALL MAKE THE NECESSARY APPOINTMENT.
THE DECISION OR AWARD OF THE
ARBITRATOR SHALL BE FINAL, AND JUDGMENT UPON SUCH DECISION OR AWARD MAY BE
ENTERED IN ANY COMPETENT COURT OR APPLICATION MAY BE MADE TO ANY COMPETENT COURT
FOR JUDICIAL ACCEPTANCE OF SUCH DECISION OR AWARD AND AN ORDER OF ENFORCEMENT.
IN THE EVENT OF ANY PROCEDURAL MATTER NOT COVERED BY THE AFORESAID RULES, THE
PROCEDURAL LAW OF THE STATE OF NEW YORK SHALL GOVERN. NOTWITHSTANDING THE
AGREEMENT TO ARBITRATE CONTAINED IN THIS SECTION 11.15, ANY PARTY MAY APPLY TO
ANY COURT HAVING JURISDICTION TO ENFORCE THIS AGREEMENT TO SEEK PROVISIONAL
INJUNCTIVE RELIEF SO AS TO MAINTAIN THE STATUS QUO UNTIL THE ARBITRATION AWARD
IS RENDERED OR THE DISPUTE IS OTHERWISE RESOLVED.
11.16
INCORPORATION BY REFERENCE.
EACH EXHIBIT AND SCHEDULE TO THIS
AGREEMENT IS HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE THERETO, WITH
THE SAME LEGALLY BINDING FORCE AND EFFECT AS IF SUCH EXHIBIT OR SCHEDULE WERE
FULLY SET FORTH HEREIN.
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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this
Agreement as of the day and year first above written.
CGI HOLDING CORPORATION, d/b/a THINK
PARTNERSHIP INC.
By:
/s/ Scott P. Mitchell
Name:
Scott P. Mitchell
Title:
President
MOREX MERGER SUB, LLC
By:
/s/ Scott P. Mitchell
Name:
Scott P. Mitchell
Title:
President
MOREX MARKETING GROUP, LLC.
By:
/s/ Lloyd Ecker
Name:
Lloyd Ecker
Title:
Manager
/s/ Lloyd Ecker
LLOYD ECKER
/s/ Robert Moore
ROBERT MOORE
/s/ Tina MacNicholl
TINA MACNICHOLL
WHAT IF HOLDINGS, LLC
By:
/s/ Josh Gillon
Name:
Josh Gillon
Title:
President
46