INTENDED TO CONFER UPON ANY
PARTY OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF
THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
NEITHER PARTY
MAY ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER
29
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED,
HOWEVER, THAT WM SMITH MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO AN
AFFILIATE OF WM SMITH WITHOUT OBTAINING THE COMPANY'S CONSENT.
15.
ADJUSTMENTS FOR STOCK SPLITS.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT ALL SHARE-RELATED NUMBERS CONTAINED IN THIS AGREEMENT SHALL BE ADJUSTED TO
TAKE INTO ACCOUNT ANY STOCK SPLIT, STOCK DIVIDEND OR SIMILAR EVENT EFFECTED WITH
RESPECT TO THE SHARES.
16.
ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY.
THIS AGREEMENT
(INCLUDING ALL SCHEDULES AND EXHIBITS ATTACHED HERETO AND PLACEMENT NOTICES
ISSUED PURSUANT HERETO) CONSTITUTES THE ENTIRE AGREEMENT AND SUPERSEDES ALL
OTHER PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERTAKINGS, BOTH WRITTEN AND
ORAL, AMONG THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF.
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE AMENDED EXCEPT PURSUANT TO A
WRITTEN INSTRUMENT EXECUTED BY THE COMPANY AND WM SMITH.
IN THE EVENT THAT ANY
ONE OR MORE OF THE PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN
ANY CIRCUMSTANCE, IS HELD INVALID, ILLEGAL OR UNENFORCEABLE AS WRITTEN BY A
COURT OF COMPETENT JURISDICTION, THEN SUCH PROVISION SHALL BE GIVEN FULL FORCE
AND EFFECT TO THE FULLEST POSSIBLE EXTENT THAT IT IS VALID, LEGAL AND
ENFORCEABLE, AND THE REMAINDER OF THE TERMS AND PROVISIONS HEREIN SHALL BE
CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE TERM OR PROVISION WAS NOT
CONTAINED HEREIN, BUT ONLY TO THE EXTENT THAT GIVING EFFECT TO SUCH PROVISION
AND THE REMAINDER OF THE TERMS AND PROVISIONS HEREOF SHALL BE IN ACCORDANCE WITH
THE INTENT OF THE PARTIES AS REFLECTED IN THIS AGREEMENT.
17.
APPLICABLE LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, 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 (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE