WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
THEREOF.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE
COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF
CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR
FEDERAL COURT WITHIN THE STATE OF DELAWARE) IN CONNECTION WITH ANY MATTER BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, AGREES
THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE LAWS OF THE
STATE OF DELAWARE FOR SUCH PERSONS AND WAIVES AND COVENANTS NOT TO ASSERT OR
PLEAD ANY OBJECTION WHICH THEY MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE
AND SUCH PROCESS.
7
(H)
RULES OF CONSTRUCTION.
THE PARTIES HERETO AGREE THAT THEY HAVE
BEEN REPRESENTED BY COUNSEL DURING THE NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND, THEREFORE, WAIVE THE APPLICATION OF ANY LAW, REGULATION, HOLDING
OR RULE OF CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN AGREEMENT OR OTHER
DOCUMENT WILL BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH AGREEMENT OR
DOCUMENT.
(I)
REMEDIES.
THE PARTIES ACKNOWLEDGE THAT PARENT AND ACQUIROR WILL
BE IRREPARABLY HARMED AND THAT THERE WILL BE NO ADEQUATE REMEDY AT LAW IN THE
EVENT OF A VIOLATION OR BREACH OF ANY OF THE TERMS OF THIS AGREEMENT.
THEREFORE, IT IS AGREED THAT, IN ADDITION TO ANY OTHER REMEDIES THAT MAY BE
AVAILABLE TO PARENT AND ACQUIROR UPON ANY SUCH VIOLATION OR BREACH, EACH OF
PARENT AND ACQUIROR SHALL HAVE THE RIGHT TO ENFORCE THE TERMS HEREOF BY SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF OR BY ANY OTHER MEANS AVAILABLE TO PARENT AND
ACQUIROR AT LAW OR IN EQUITY, AND THAT STOCKHOLDER WAIVES THE POSTING OF ANY
BOND OR SECURITY IN CONNECTION WITH ANY PROCEEDINGS RELATED THERETO.
ALL
RIGHTS, POWERS AND REMEDIES PROVIDED UNDER THIS AGREEMENT OR OTHERWISE AVAILABLE
IN RESPECT HEREOF AT LAW OR IN EQUITY SHALL BE CUMULATIVE AND NOT ALTERNATIVE,
AND THE EXERCISE OR BEGINNING OF THE EXERCISE OF ANY THEREOF BY PARENT OR
ACQUIROR SHALL NOT PRECLUDE THE SIMULTANEOUS OR LATER EXERCISE OF ANY OTHER SUCH
RIGHT, POWER OR REMEDY BY PARENT OR ACQUIROR.
(J)
BINDING EFFECT; NO ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS OR OBLIGATIONS OF THE PARTIES HERETO MAY BE ASSIGNED BY ANY OF
THE PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES.
ANY
PURPORTED ASSIGNMENT IN VIOLATION OF THIS SECTION 13(J) SHALL BE VOID.
8
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first above written.
CB RICHARD ELLIS GROUP, INC.
STOCKHOLDER:
By:
Name:
Signature
Title:
Print Name
A-2 ACQUISITION CORPORATION
Address
By:
Name:
Shares and