Stock Purchase And Investor Rights Agreement (Page 7 of 9) in pdf

now or hereafter have to the laying of venue of any suit, action or proceeding

arising out of or relating to this Agreement in any court referred to above. Each

of the parties hereto hereby irrevocably waives, to the fullest extent permitted by

law, the defense of an inconvenient forum to the maintenance of such action or

proceeding in any such court. Each party to this Agreement irrevocably consents

to service of process in the manner provided for notices below. Nothing in this

Agreement will affect the right of any party to this Agreement to serve process in

any other manner permitted by law.

EACH PARTY HERETO HEREBY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING

THIS

AGREEMENT

THE

TRANSACTIONS

CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT

OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT

NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT

IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVERS AND CERTIFICATIONS IN THIS SECTION.

7.2

Counterparts. This Agreement may be executed in two or more counterparts,

with facsimile signatures, each of which shall be deemed an original, but all of

which together shall constitute one and the same agreement. A telefaxed or

electronically transmitted copy of this Agreement shall be deemed an original.

7.3

Headings.

The headings and captions used in this Agreement are used for

convenience only and are not to be considered in construing or interpreting this

Agreement. All references in this Agreement to sections, paragraphs, exhibits and

schedules shall, unless otherwise provided, refer to sections and paragraphs hereof

and exhibits and schedules attached hereto, all of which exhibits and schedules

are incorporated herein by this reference.

7.4

Costs, Expenses. Each party hereto shall bear its own costs in connection with the

preparation, execution and delivery of this Agreement.

7.5

Amendments and Waivers. Any term of this Agreement may be amended and the

observance of any term of this Agreement may be waived (either generally or in a

particular instance and either retroactively or prospectively), only with the written

consent of the Parties. No delay or omission to exercise any right, power, or

remedy accruing to Purchaser, upon any breach, default or noncompliance of the

Company under this Agreement shall impair any such right, power, or remedy,

nor shall it be construed to be a waiver of any such breach, default or

Stock Purchase And Investor Rights Agreement Page 7

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