SUCH
OTHER PERSON AS THE RECIPIENT PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE
SENDING PARTY SHALL BE EFFECTIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR
PROCEEDING IN DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO
JURISDICTION AS SET FORTH ABOVE IN THE IMMEDIATELY PRECEDING SENTENCE. EXECUTIVE
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF
DELAWARE OR THE STATE COURTS OF THE STATE OF DELAWARE AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
(J)
MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE
RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.
(K)
FURTHER ACTION. THE PARTIES SHALL EXECUTE AND DELIVER ALL
DOCUMENTS, PROVIDE ALL INFORMATION, AND TAKE OR REFRAIN FROM TAKING SUCH ACTIONS
AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE PURPOSES OF THIS AGREEMENT.
15
(L)
REMEDIES. EACH OF THE PARTIES TO THIS AGREEMENT (AND THE
INVESTORS AS THIRD-PARTY BENEFICIARIES) WILL BE ENTITLED TO ENFORCE ITS RIGHTS
UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES CAUSED BY ANY BREACH OF
ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN ITS
FAVOR. THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN
ADEQUATE REMEDY FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT ANY
PARTY MAY IN ITS SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION (WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT ANY
VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT. IN THE EVENT OF A CONTEST
BETWEEN THE COMPANY AND EXECUTIVE REGARDING A BREACH OR ALLEGED BREACH OF THIS
AGREEMENT IN WHICH EXECUTIVE SUBSTANTIALLY PREVAILS, THEN THE COMPANY AGREES TO
PAY (WITHIN TEN BUSINESS DAYS OF RECEIPT OF AN INVOICE FROM EXECUTIVE), ALL
LEGAL FEES AND EXPENSES THAT EXECUTIVE HAS INCURRED AS A RESULT OF SUCH CONTEST.
(M)
AMENDMENT AND WAIVER. THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED