Page 66 of 67 SEC Filing
(i)
Expenses. The Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys’
fees and expenses, incurred by the Investor in connection with custody, preservation or sale of, or other realization on, any of
the Collateral or the enforcement or attempt to enforce any of the Obligations which is not performed as and when required by this
Security Agreement.
(j)
Construction. This Security Agreement is the result of negotiations among, and has been reviewed by, the Company,
the Investor and their respective counsel. Accordingly, this Security Agreement shall be deemed to be the product of all parties
hereto, and no ambiguity shall be construed in favor of or against the Company or the Investor.
(k)
Entire Agreement. This Security Agreement, taken together with the Purchase Agreement, the Debenture and the other
documents contemplated therewith and thereby constitute and contain the entire agreement of the Company and the Investor and supersede
any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written
or oral, respecting the subject matter hereof.
(l)
Other Interpretive Provisions. References in this Security Agreement to any document, instrument or agreement (a)
includes all exhibits, schedules and other attachments thereto, (b) includes all documents, instruments or agreements issued or
executed in replacement thereof, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as
amended, modified and supplemented from time to time and in effect at any given time. The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Security Agreement refer to this Security Agreement,
as the case may be, as a whole and not to any particular provision of this Security Agreement. The words “include”
and “including” and words of similar import when used in this Security Agreement shall not be construed to be limiting
or exclusive.
(m)
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of California without regard to the choice of law principles thereof (except to the extent governed
by the UCC). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of California
located in Sacramento County and the United States District Court for the Northern District of California for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each party hereto by the same methods as are
specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(n) Counterparts.
This Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall be deemed to constitute one instrument.
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