Exhibit 10.12 



STOCK PURCHASE
AGREEMENT 




        This
Stock Purchase Agreement (as it may from time to time be amended, this “Agreement”),
dated as of July 2, 2007, is made and entered into by and among Jakal Investments,
LLC, an Illinois limited liability company (“Seller”) and Frederick Kraegel (“Buyer”).
Certain capitalized terms are defined on Schedule A to this Agreement.  



RECITALS: 



        WHEREAS,
Seller owns 575,000 shares of the common stock, par value $0.0001 per share, of
Hanover-STC Acquisition Corp., a Delaware corporation (“Hanover”); and  



        WHEREAS,
on the terms and subject to the conditions set forth in this Agreement, Seller wishes
to sell 28,750 of its shares of common stock (the “Shares”) to Buyer and Buyer wishes to
purchase the Shares from Seller.  



AGREEMENT: 



        NOW,
THEREFORE, in consideration of the premises, representations, warranties and the
mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,
the parties hereto, intending legally to be bound, agree as follows:  



ARTICLE I
                                              
  PURCHASE OF SHARES 



        Section
1.1 Sale of Shares. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties of the parties contained herein,
at the Closing, Seller shall sell, assign, transfer and deliver the Shares to
Buyer, free and clear of all liens, other than such restrictions as may be imposed
pursuant to state or federal securities laws, in consideration of the payment of the
Purchase Price noted herein.  



        Section
1.2 Purchase Price. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties of the parties contained herein, at
the Closing, Buyer shall pay to Seller by wire transfer or by such other method as may
be reasonably acceptable to Seller immediately available funds in the amount of
One Hundred Twenty Five Dollars ($125) (the “Purchase Price”), in consideration
of the sale, assignment, transfer and delivery of the Shares by Seller under this
Agreement.  



        Section
1.3 Closing. The closing of the purchase and sale of the Shares (the “Closing”)
shall be held on the date of this Agreement (“Closing Date”) at the offices of Akin
Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, 20th Floor, New York, New York
10022, or such other place as may be agreed upon by the parties hereto.  



        Section
1.4 Closing Deliveries. At the Closing, each party shall execute and deliver
this Agreement and such other appropriate and customary documents as the other
parties  




 
	 	
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reasonably  may request for the
purpose of consummating  the  transactions  contemplated by this  Agreement.  All actions
taken at the Closing shall be deemed to have been taken simultaneously. 



                        (a)
     Buyer  Deliveries.  Without  limiting the generality of the foregoing,  at the
Closing Buyer shall deliver to Seller the Purchase Price. 



                        (b)
     Company  Deliveries.  Without  limiting the  generality  of the  foregoing,  at the
 Closing,  or within a reasonable  time after the  Closing  Date but in no event later
than five days after  Closing  Date,  Seller  shall deliver to Buyer the certificate or
certificates  representing  the Shares purchased by Buyer,  which  certificates shall be
properly endorsed for transfer or accompanied by duly executed stock powers. 



        Section
1.5 Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional actions as any party reasonably may
deem to be practical and necessary in order to consummate the transactions
contemplated by this Agreement.  



ARTICLE II
                                   
REPRESENTATIONS AND WARRANTIES OF THE BUYERS 



        Section
2.1 Power and Authority; Enforceability. This Agreement constitutes the legal,
valid, and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms. Buyer has full power and authority to execute and deliver this Agreement
and to perform his obligations hereunder. Buyer has taken all actions necessary to
authorize the execution and delivery of this Agreement, the performance of his
obligations hereunder and the consummation of the transactions contemplated hereby.
This Agreement has been duly authorized, executed and delivered by, and is enforceable
against, Buyer, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equitable principles (whether considered in a
proceeding in equity or law).  



        Section
2.2 No Violation; Necessary Approvals. Neither the execution and delivery of
this Agreement by Buyer, nor the consummation or performance by Buyer of any of
transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of
benefit or right under or acceleration of performance of any obligation required under
any (i) law (statutory, common or otherwise), constitution, ordinance, rule,
regulation, executive order or other similar authority (“Law”) enacted, adopted,
promulgated or applied by any legislature, agency, bureau, branch, department, division,
commission, court, tribunal or other similar recognized organization or body of any
federal, state, county, municipal, local or foreign government or other similar
recognized organization or body exercising similar powers or authority (a “Governmental
Body”), (ii) order, ruling, decision, award, judgment, injunction or other similar
determination or finding by, before or under the supervision of any Governmental Body
or arbitrator (an “Order”), or (iii) contract, agreement, arrangement, commitment,
instrument, document or similar understanding (whether written or oral), including a
lease, sublease and rights thereunder (“Contract”) or permit, license, certificate,
waiver, notice and similar authorization (“Permit”) to which, in the case of (i), (ii)
or (iii), Buyer is a party or by which Buyer is bound or any of his assets are subject;
(b) require any Consent under any Contract to which Buyer is a party or by  




 
	 	
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which he is bound or any of his
assets are subject; or (c) require any Permit under any Law or Order other than (i)
required filings, if any, with the Securities and Exchange Commission (“SEC”) and
(ii) notifications or other filings with state or federal regulatory agencies
after the Closing that are necessary or convenient and do not require approval
of the agency as a condition to the validity of the transactions contemplated
hereunder.  



        Section
2.3 Investment Representations.  



                        (a)
     Buyer hereby  acknowledges  that an investment in the Shares involves  certain
 significant  risks.  Buyer acknowledges  that there is a substantial  risk that he will
lose all or a portion of its  investment and should be financially  capable of bearing
the risk of such  investment  for an indefinite  period of time.  Buyer has no need for
 liquidity  in its  investment  in the Shares for the  foreseeable  future and is able to
bear the risk of that investment for an indefinite  period.  Buyer  understands  that
there  presently is no public market for the Shares and none is anticipated to develop in
the  foreseeable  future.  Buyer’s present  financial  condition is such that he is under
no present or  contemplated  future need to dispose of any portion of the Shares
 subscribed for hereby to satisfy  any  existing  or  contemplated  undertaking,  need or
 indebtedness.  Buyer’s  overall  commitment  to investments  which are not readily
 marketable is not  disproportionate  to its net worth and the investment in the Shares
will not cause such overall commitment to become excessive. 



                        (b)
     Buyer  acknowledges  that the Shares  have not been  registered  under the
 Securities  Act,  or any state securities  act, and are being sold on the basis of
 exemptions  from  registration  under the  Securities  Act and applicable  state
 securities  acts,  except those state  securities  acts that require  registration of
the Shares thereunder.  Reliance on such  exemptions,  where  applicable,  is  predicated
 in part on the  accuracy of Buyer’s representations  and warranties  set forth herein.
 Buyer  acknowledges  and hereby agrees that the Shares will not be transferable  under
any  circumstances  unless Buyer either  registers the Shares in accordance with federal
and state  securities  laws or finds and  complies  with an  exemption  under  such
 laws.  Accordingly,  Buyer  hereby acknowledges  that there can be no  assurance  that
he will be able to  liquidate  his  investment  in the  Shares. Buyer  understands  that
 Hanover is under no  obligation  to register the Shares  under the  Securities  Act or
to comply with any  applicable  exemption  under the  Securities  Act on behalf of Buyer
with respect to any resale of the Shares and that Buyer will not be able to avail
 himself of the  provisions of Rule 144  promulgated  under the Securities  Act with
 respect to the resale of the Shares  until the Shares have been  beneficially  owned by
Buyer for a period of at least one (1) year  from date of  purchase.  Buyer  further
 understands  that any  certificates evidencing the Shares bear a legend referring to the
foregoing transfer restrictions. 



                        (c)
     In evaluating the merits and risks of an investment in the Shares,  Buyer has had
the  opportunity to seek the  advice  of its  legal  and  financial  advisors,  has
 availed  himself  of that  right to the  extent  deemed appropriate, and has not relied
on the advice of Seller or Seller’s legal and financial counsel. 



                        (d)
     The Shares are being acquired  solely for Buyer’s own account,  for investment
 purposes only, and are not being  purchased with a view to or for the resale,
 distribution,  subdivision or  fractionalization  thereof;  and Buyer has no present
 plans to enter into any  contract,  undertaking,  agreement or  arrangement  for such
resale, distribution,  subdivision  or  




 
	 	
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fractionalization.  Buyer is not
 taking and will not take or cause to be taken any action that would cause Buyer to be
deemed an  “underwriter”  within the meaning of Section 2(11) of the Securities Act. 



                        (e)
     There are substantial  risk factors  pertaining to an investment in the Shares.
 Buyer  acknowledges  that Hanover is an entity with limited  operating history and
financial  resources;  and Buyer is fully able to bear the economic risks of such
investment for an indefinite period, and can afford a complete loss thereof. 



                        (f)
     Buyer has been given the  opportunity to (i) ask questions of and receive  answers
from Seller and Hanover and their  designated  representatives  concerning  the terms and
 conditions  of the Shares,  and the business and financial  condition of Hanover and
(ii) obtain any  additional  information  that Seller  possesses or can acquire without
 unreasonable  effort or expense that is necessary to assist Buyer in evaluating  the
 advisability  of the purchase of the Shares and an  investment  in  Hanover.  Buyer
 further  represents  and  warrants  that,  prior to signing this  Agreement,  he has
asked such  questions,  received such answers and obtained such  information as he has
 deemed  necessary  or  advisable  to  evaluate  the  merits  and risks of the  purchase
 of the  Shares and an investment  in  Hanover.  Buyer is not relying on any oral
 representation  made by any person as to Hanover or its operations, financial condition
or prospects. 



                        (g)
     Buyer  understands that no federal,  state or other  governmental  authority has
made any  recommendation, findings or determination relating to the merits of an
investment in the Shares. 



ARTICLE III
                              
       REPRESENTATIONS AND WARRANTIES OF SELLER 



        Section
3.1 Organization and Good Standing. Seller is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of
Illinois.  



        Section
3.2 Power and Authority. This Agreement constitutes the legal, valid, and
binding obligation of Seller, enforceable against Seller in accordance with its
terms. Seller has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. Seller has taken all actions necessary to
authorize the execution and delivery of this Agreement, the performance of its
obligations hereunder, and the consummation of the transactions contemplated
hereby. This Agreement has been duly authorized, executed, and delivered by, and is
enforceable against, Seller.  



        Section
3.3 No Violation; Necessary Approvals. Neither the execution and delivery of
this Agreement by Seller, nor the consummation or performance by Seller of any of
transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of
benefit or right under or acceleration of performance of any obligation required
under any Law, Order, Contract or Permit to which Seller is a party or by which it is
bound or any of its assets are subject, or any provision of Seller’s organizational
documents as in effect on the Closing Date, (b) result in the imposition of any lien,
claim or encumbrance upon any assets owned by Seller; (c) require any Consent  




 
	 	
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under any Contract or organizational
 document to which  Seller is a party or by which it is bound;  or (d) require any Permit
 under any Law or Order other than (i) required  filings,  if any, with the SEC and (ii)
 notifications  or other filings with state or federal  regulatory  agencies  after the
 Closing  that are  necessary  or  convenient  and do not require approval of the agency
as a condition to the validity of the transactions  contemplated  hereunder;  or (e)
trigger any rights of first refusal, preferential purchase or similar rights with respect
to any of the Shares. 



        Section
3.4 Capitalization. Prior to the sale of the Shares to Buyer pursuant to
this Agreement, the Seller owned 575,000 shares of the common stock of Hanover, which
constituted 10% of the issued and outstanding shares of capital stock of Hanover.  



        Section
3.5 Title to Securities. All of the Shares have been duly and validly
authorized and issued and are fully paid and non-assessable. Upon the sale and
purchase of the Shares pursuant to the terms hereof, Buyer will have or receive good
title to the Shares, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions under federal and state securities laws,
and (ii) liens, claims or encumbrances imposed due to the actions of the Buyers.  



        Section
3.6 Due Incorporation. Hanover has been duly incorporated and is validly
existing in good standing under the laws of the jurisdiction of its incorporation.  



ARTICLE IV
                                                
   MISCELLANEOUS 



        Section
4.1 Entire Agreement. This Agreement, together with the certificates,
documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or representations by or
among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby.  



        Section
4.2 Successors. All of the terms, agreements, covenants, representations,
warranties, and conditions of this Agreement are binding upon, and inure to the
benefit of and are enforceable by, the parties hereto and their respective successors.  



        Section
4.3 Assignments. Except as otherwise provided herein, no party hereto may
assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party. Any purported
assignment in violation of this Section 4.3 shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee.  



        Section
4.4 Notices. All notices, requests, demands, claims and other communications
hereunder will be in writing. Any notice, request, demand, claim or other
communication hereunder will be deemed duly given if (and then three business days
after) it is sent by registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth below:  


	 	
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	 	If  to
Buyer: 	Frederick Kraegel

                                                     1225 Hyde Lane

                                                     Richmond, VA 23229 
	 	 	 
	 	If to
Seller:	Jakal Investments, LLC
                                                     1521 Voltz Road,

                                                     Northbrook, IL  60062

                                                     Attn: Paul Lapping

                                                     Phone:   847.714.1733

                                                     Fax:     847.714.1734 
	 	 	 
	 	                  Copy (which will not 

      constitute notice):   	to
                Akin Gump Strauss
Hauer & Feld LLP                           

                                 590 Madison Ave.,
20th Floor                     

                                       New York, New York  10022

                                                     Attn:    Bruce Mendelsohn, Esq.

                                                     Phone:   (212) 872-8117

                                                     Fax:     (212) 872-1002 






        Any
party hereto may send any notice,  request,  demand,  claim, or other  communication
hereunder  to the  intended  recipient  at the address set forth  above using any other
means  (including  personal delivery,  expedited courier,  messenger service,  telecopy,
telex, ordinary mail, or electronic mail), but no such notice,  request,  demand, claim,
or other communication will be deemed to have been duly given unless and until it
actually  is  received  by the  intended  recipient.  Any party  hereto may change  the
 address to which  notices, requests,  demands,  claims,  and other  communications
 hereunder  are to be delivered by giving the other parties hereto notice in the manner
herein set forth. 



        Section
4.5 Specific Performance. Each party hereto acknowledges and agrees that the
other parties would be damaged irreparably if any provision of this Agreement is not
performed in accordance with its specific terms or is otherwise breached.
Accordingly, each party agrees that the other parties will be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Agreement
and to enforce specifically this Agreement and its terms and provisions in any
action instituted in any court of the United States or any state thereof having
jurisdiction over the parties hereto and the matter, in addition to any other remedy
to which they may be entitled, at Law or in equity.  



        Section
4.6 Waiver of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM
RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND  




 
	 	
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ALL OTHER  COMMON LAW AND STATUTORY
 CLAIMS.  THE PARTIES HERETO EACH ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT
TO ENTER INTO A BUSINESS  RELATIONSHIP  AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED  FUTURE  DEALINGS.  EACH PARTY HERETO  FURTHER  REPRESENTS  AND WARRANTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT EACH  KNOWINGLY  AND
 VOLUNTARILY  WAIVES  ITS  JURY  TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH  LEGAL
 COUNSEL. NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN,  THIS WAIVER IS IRREVOCABLE,
 MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO
ANY AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS  RELATING HERETO.  IN THE EVENT OF AN ACTION,  THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT. 



        Section
4.7 Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original but all of which together will constitute one
and the same instrument.  



        Section
4.8 Headings. The article and section headings contained in this Agreement
are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.  



        Section
4.9 Governing Law. This Agreement, the entire relationship of the parties
hereto, and any litigation between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and
interpreted pursuant to the laws of the State of New York, without giving effect to
its choice of laws principles.  



        Section
4.10 Amendments. This Agreement may not be amended, modified or waived as
to any particular provision, except by a written instrument executed by all parties
hereto.  



        Section
4.11 Severability. The provisions of this Agreement will be deemed severable and
the invalidity or unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision of
this Agreement, as applied to any party hereto or to any circumstance, is adjudged
by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance
with its terms, the parties hereto agree that the Governmental Body, arbitrator, or
mediator making such determination will have the power to modify the provision in a
manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be
enforceable and will be enforced.  



        Section
4.12 Expenses. Except as otherwise expressly provided in this Agreement, each
party hereto will bear its own costs and expenses incurred in connection with the
preparation, execution and performance of this Agreement and the consummation of
the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants, provided that
upon the consummation of the  




 
	 	
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initial  public  offering of
Hanover,  all such accrued fees and expenses of legal counsel of Buyer shall be paid by
Hanover. 



        Section
4.13 Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof will arise favoring or
disfavoring any party hereto because of the authorship of any provision of this
Agreement. Any reference to any federal, state, local, or foreign Law will be
deemed also to refer to Law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and
“including” will be deemed to be followed by “without limitation.” Pronouns in
masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and
vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and
words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will
not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.  



        Section
4.14 Waiver. No waiver by any party hereto of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, may be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or
subsequent occurrence.  



        Section
4.15 Remedies. The parties hereto shall have all remedies for breach of this
Agreement available to them as provided by law or equity.  



        Section
4.16 Publicity. None of the parties hereto, nor their respective
representatives, agents, affiliates, subsidiaries, directors, advisors, controlling
persons, employees or members shall issue or cause the publication of any press release,
advertisement or other public communication relating to this Agreement or any of the
other documents contemplated hereunder, without the prior written consent of the other
party, except where the disclosure of information is required by law, rule, regulation,
regulatory inquiry or other judicial process.  



[SIGNATURE PAGES
FOLLOW] 




 
	 	
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        IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of
the date first set forth above.  



	 	COMPANY:
	 	 
	 	JAKAL INVESTMENTS, LLC
	 	 
	 	By:        


                                                              	/s/ Paul Lapping
      

      
      Paul Lapping, Manager
	 	 	 
	 	BUYER:
	 	 	 
	 	/s/ Frederick Kraegel
      

      
      Frederick Kraegel

	 	 	 
	 	Address: ____________________ 

                       ____________________
      





 
	 	
Signature
Page to       

                                             Stock Purchase Agreement

      1	 















SCHEDULE A 



DEFINITIONS 




        As
used in the Stock Purchase Agreement dated as of July 2, 2007, by and among Jakal
Investment, LLC and Frederick Kraegel (the “Agreement”), the following terms shall have
for all purposes the following meanings:  



        “Buyers” shall
have the meaning set forth in the preamble to the Agreement.  



        “Closing” shall
have the meaning set forth in Section 1.3 of the Agreement.  



        “Closing
Date” shall have the meaning set forth in Section 1.3 of the Agreement.  



        “Consent” means
any consent, approval, notification, waiver, or other similar action that is
necessary or convenient.  



        “Contract” shall
have the meaning set forth in Section 2.3 of the Agreement.  



        “Governmental
Body” shall have the meaning set forth in Section 2.3 of the Agreement.  



        “Hanover” shall
have the meaning set forth in the recitals to the Agreement.  



        “Law” shall
have the meaning set forth in Section 2.3 of the Agreement.  



        “Lien” shall
mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance,
charge, restriction, lien (statutory or otherwise, including, without limitation, any
lien for taxes), security interest, preference, participation interest, priority or
security agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing and the filing of any document under the law of any applicable
jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or
other Liens incurred in the ordinary course of business or (ii) Liens for taxes
incurred but not yet due.  



        “Order” shall
have the meaning set forth in Section 2.3 of the Agreement.  



        “Permit” shall
have the meaning set forth in Section 2.3 of the Agreement.  



        “Purchase
Price” shall have the meaning set forth in Section 1.2 of the Agreement.  



        “SEC” shall
have the meaning set forth in Section 2.3 of the Agreement.  



        “Securities
Act” shall mean the Securities Act of 1933, as amended, or any successor federal
statute, and the applicable rules and regulations promulgated and in effect from time to
time thereunder.  



        “Seller” shall
have the meaning set forth in the preamble to the Agreement.  



        “Shares” shall
have the meaning set forth in the recitals to the Agreement.  




 
	 	
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