PURPOSES ONLY AND
SHALL NOT BE USED TO CONSTRUE OR INTERPRET THIS AGREEMENT.
4.9
JUDICIAL PROCEEDINGS. ANY JUDICIAL
PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT SOLELY ANY FEDERAL OR
STATE COURT OF COMPETENT JURISDICTION LOCATED IN HENNEPIN COUNTY IN THE STATE OF
MINNESOTA.
BY EXECUTION AND DELIVERY OF EACH THIS AGREEMENT EACH PARTY:
(I) ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II) WAIVES PERSONAL
SERVICE OF PROCESS, (III) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND (IV) WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND
AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE,
CONVENIENCE OR FORUM NON CONVENIENS.
ALL PARTIES ACKNOWLEDGE THAT THEY
PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE
ASSISTANCE OF COUNSEL AND THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A
COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE
PARTY THAN AGAINST ANY OTHER.
4.10
WAIVER OF JURY TRIAL. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY
JURY.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized respective officers as of the date first above written.
STEN ACQUISITION CORPORATION
By:
Name:
Title:
THE COMPANY SHAREHOLDER:
Signature:
Printed Name:
[Executed by each of Kenneth Antos, Mark Hill and
Arthur Petrie]
The Company Shareholder's Address for Notice:
Shares Beneficially Owned by the Company
Shareholder:
*
Warrants, Options or other rights to acquire Shares
(number of Shares)
*The number of Shares shall be determined in accordance with
Section 1.1(a) hereof.
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