Common use of Judicial Proceedings; Waiver of Jury Clause in Contracts

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located in Dallas County, State of Texas, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 16 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 30 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company Pledgor with respect to any claim in any way arising out of, related to or connected with this Warrant Agreement may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas Countythe City of New York, State of Texasand, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably Pledgor (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courtcourts and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in connection with any such claim, and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such courts are a court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such courtforum. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company Pledgor hereby irrevocably and unconditionally consents to the waives personal service of process and consents that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in accordance with the provisions of Section 15 (with copies of such process also being sent to 16, and service so made shall be deemed completed on the Company's counsel referred to third business day in such section)St. Petersburg, Florida after such service to become effective 10 days after such mailingis deposited in the mail. Nothing herein contained shall be deemed to affect the right of the Collateral Agent, the Administrative Agent, any party Bank, the L/C Issuer, the L/C Participant or the L/C Administrative Agent to serve process in any other manner permitted by law or commence legal shall limit the right of the Collateral Agent, the Administrative Agent, any Bank, the L/C Issuer, the L/C Participant or the L/C Administrative Agent to bring proceedings or otherwise proceed against the Pledgor in the courts of any other party jurisdiction. To the extent permitted in accordance with applicable law (including applicable law relating to jurisdiction and venue), any other jurisdiction to enforce judgments obtained judicial proceeding by the Pledgor against the Collateral Agent, the Administrative Agent, any Bank, the L/C Issuer, the L/C Participant or the L/C Administrative Agent involving any such claim shall be brought only in any action, suit or proceeding brought pursuant to this Sectiona court located in the City and State of New York. THE COMPANY PLEDGOR, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH BANK, THE L/C ISSUER, THE L/C PARTICIPANT AND THE L/C ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES WAIVE TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBYJUDICIAL PROCEEDING INVOLVING ANY SUCH CLAIM.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 30 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (b) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 days after such mailingforum. Nothing herein contained shall be deemed to affect limit the right of any party holder of any Warrant to serve process bring proceedings against the Company in any manner permitted by law or commence legal proceedings or otherwise proceed against the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP ESTABLISHED HEREUNDER. UNITED STATES STEEL CORPORATION By: ------------------------------ Name: Title: FORM OF SUBSCRIPTION [To be executed only upon exercise of Warrant] To [NAME OF ISSUER] The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______ shares of Common Stock of [NAME OF ISSUER] and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ___________, whose address is ______________. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) ----------------------------------- (Street Address) ----------------------------------- (City) (State) (Zip Code) FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto __________ the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints __________ Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Signed in the presence of: ---------------------------- Exhibit B Form of Convertible Note NEITHER THIS NOTE NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND, EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNDER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE ACT, OR UNLESS USS OF DELAWARE, INC. HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO IT, THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF. CONVERTIBLE PROMISSORY NOTE --------------------------- $30,000,000.00 Dated: ____________, 2001 FOR VALUE RECEIVED, the undersigned, USS OF DELAWARE, INC. (the "Company"), promises to pay to the order of [ ], or its permitted registered assigns or at such other place or places as the Holder may designate in writing, the principal sum of THIRTY MILLION and NO/100 DOLLARS ($30,000,000) unless converted pursuant to the conditions set forth herein on or before ___________ [2022], without interest. Payment of the principal of this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas Colorado or the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, or in Denver or Arapahoe County, Colorado and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section)16, such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought ------------------------------------ against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (b) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 days after such mailingforum. Nothing herein contained shall be deemed to affect limit the right of any party holder of any Warrant to serve process bring proceedings against the Company in any manner permitted by law or commence legal proceedings or otherwise proceed against the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.RELATIONSHIP ESTABLISHED HEREUNDER. UNITED STATES STEEL CORPORATION By:____________________________ Name: Title: FORM OF SUBSCRIPTION [To be executed only upon exercise of Warrant] To [NAME OF ISSUER] The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______ shares of Common Stock of [NAME OF ISSUER] and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) _________________________________________________________ (Street Address) _________________________________________________________ (City) (State)(Zip Code)

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (b) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceedingforum. The Company hereby irrevocably and unconditionally consents to the waives personal service of process and consents, that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in Section 15 (accordance with copies the provisions of such process also being sent to section 17, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail or, if earlier, when delivered. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of any Warrant to bring proceedings or otherwise proceed against the Company in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.RELATIONSHIP ESTABLISHED HEREUNDER. BMJ MEDICAL MANAGEMENT, INC. By:________________________ Name: Title: FORM OF SUBSCRIPTION [To be executed only upon exercise of Warrant] To [NAME OF ISSUER] The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______ shares of Common Stock of [NAME OF ISSUER] and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: ___________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) ___________________________________ (Street Address) ___________________________________ (City)(State)(Zip Code) FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto __________ the right represented by such Warrant to purchase ______ shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints _______ Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: ____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) ____________________________________ (Street Address) ____________________________________ (City)(State)(Zip Code) Signed in the presence of:

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company Authority with respect to this Warrant Agreement or the Subordinated Notes may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the State of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably Authority (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the Subordinated Notes, subject to any rights of appeal, and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such courtforum. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company Authority hereby irrevocably and unconditionally consents to the waives personal service of process and consent that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in accordance with the provisions of Section 15 (with copies of such process also being sent to 13.04, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of Subordinated Notes to bring proceedings or otherwise proceed against the Authority in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY AUTHORITY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE SUBORDINATED NOTES OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP ESTABLISHED HEREUNDER.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or judicial proceeding ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the - nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (b) irrevocably waives - any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceedingforum. The Company hereby irrevocably and unconditionally consents to the waives personal service of process and consents that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in Section 15 (accordance with copies the provisions of such process also being sent to section 16, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail or, if earlier, when delivered. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of any Warrant to bring proceedings or otherwise proceed against the Company in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEED ING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP ESTABLISHED HEREUNDER. INFORMATION MANAGEMENT ASSOCIATES INC. By: Title: FORM OF SUBSCRIPTION -------------------- [To be executed only upon exercise of Warrant] To Information Management Associates, Inc. The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______/*/ shares of Common Stock of Information Management Associates, Inc. and herewith makes payment of $_______________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to _________________, whose address is _____________________________________. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) ___________________________ /*/ Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section)14, such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. The Company irrevocably submits to the executive jurisdiction of the aforementioned courts in such action, suit or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT SUIT, OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (A) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (B) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceedingforum. The Company hereby irrevocably and unconditionally consents to the waives personal service of process and consents that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in Section 15 (accordance with copies the provisions of such process also being sent to section 16, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail or, if earlier, when delivered. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of any Warrant to bring proceedings or otherwise proceed against the Company in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP ESTABLISHED HEREUNDER. CYBER DIALOGUE INC. By: Xxxxxx Xxxx --------------------- Title: CFO FORM OF SUBSCRIPTION [To be executed only upon exercise of Warrant] To Cyber Dialogue Inc. The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______* shares of Common Stock of Cyber Dialogue Inc. and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to _________________, whose address is _____________________________. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) --------------- * Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (a) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (b) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceedingforum. The Company hereby irrevocably and unconditionally consents to the waives personal service of process and consents, that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in Section 15 (accordance with copies the provisions of such process also being sent to section 17, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail or, if earlier, when delivered. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of any Warrant to bring proceedings or otherwise proceed against the Company in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.RELATIONSHIP ESTABLISHED HEREUNDER. BMJ MEDICAL MANAGEMENT, INC. By:_________________________ Name: Title: FORM OF SUBSCRIPTION [To be executed only upon exercise of Warrant] To [NAME OF ISSUER] The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______ shares of Common Stock of [NAME OF ISSUER] and herewith makes payment of $ therefor, and requeststhat the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) ____________________________________ (Xxxxxx Xxxxxxx) ____________________________________ (City)(State)(Zip Code) FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: ____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) ___________________________________ (Xxxxxx Xxxxxxx) ___________________________________ (City)(State)(Zip Code) Signed in the presence of:

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas the Southern District of New York or any state court located in Dallas New York County, State of TexasNew York, and by execution and delivery of this Warrant, the Company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. The Company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in Section 15 (with copies of such process also being sent to the Company's counsel referred to in such section), such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY IT OR THE HOLDER IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury. Any legal action, suit or ------------------------------------ judicial proceeding brought against the Company with respect to this Warrant may be brought in any federal court of Texas or any state court located competent jurisdiction in Dallas County, the State of TexasNew York or of the United States of America for the Southern District of New York and, and by execution and delivery of this WarrantAgreement, the Company hereby irrevocably (A) accepts, generally and unconditionally waives any claim (by way of motionunconditionally, as a defense or otherwise) of improper venue, that it is not subject personally to the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of appeal, and (B) irrevocably waives any objection the Company may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such courts are court is an inconvenient forum or that this Warrant or the subject matter may not be enforced in or by such court. The Company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceedingforum. The Company hereby irrevocably and unconditionally consents to the waives personal service of process and consents, that service of any of the aforementioned courts in any such action, suit process upon it may be made by certified or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidreturn receipt requested, at its address set forth specified or provided for determined in Section 15 (accordance with copies the provisions of such process also being sent to section 17, and service so made shall be deemed completed on the Company's counsel referred to in such section), third Business Day after such service to become effective 10 days after such mailingis deposited in the mail or, if earlier, when delivered. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law or commence legal shall limit the right of any holder of any Warrant to bring proceedings or otherwise proceed against the Company in the courts of any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Sectionjurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTIONJUDICIAL PROCEEDING INVOLVING, SUIT DIRECTLY, OR PROCEEDINGINDIRECTLY, ANY MATTER (WHETHER AT LAW SOUNDING IN TORT, CONTRACT OR EQUITYOTHERWISE) IN ANY WAY ARISING OUT OF, BROUGHT BY IT RELATED TO, OR THE HOLDER IN CONNECTION CONNECTED WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.RELATIONSHIP ESTABLISHED HEREUNDER. GRANITE BROADCASTING CORPORATION By: /s/ Xxxxx XxXxxxx -------------------------------------- Name: Xxxxx XxXxxxx Title: SVP, Chief Financial Officer FORM OF SUBSCRIPTION [TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT] To: [NAME OF ISSUER] The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ______* shares of Common Stock of [NAME OF ISSUER] and herewith makes payment of $ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: --------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of Warrant) ----------------------------------------- (Street Address) ----------------------------------------- (City)(State)(Zip Code)