OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS THEREUNDER, OR ANY SIMILAR SUCCESSOR STATUTE.
7.46
"SERIES C PREFERRED STOCK" MEANS THE SERIES C REDEEMABLE CONVERTIBLE
PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF THE COMPANY.
7.47
"SHARES" HAS THE MEANING SET FORTH IN SECTION 1.3.
7.48
"STOCK ISSUANCE" HAS THE MEANING SET FORTH IN SECTION 6.1.
7.49
"STOCK ISSUANCE PRICE" HAS THE MEANING SET FORTH IN SECTION 6.2.
7.50
"TRANSFER" OF A SECURITY OR OTHER PROPERTY MEANS ANY DIRECT OR
INDIRECT TRANSFER, DONATION, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GRANT OF
SECURITY INTEREST IN, OR OTHER DISPOSAL OF SUCH SECURITY OR OTHER PROPERTY,
INCLUDING WITHOUT LIMITATION, BY MEANS OF A TRANSFER OF THE EQUITY INTERESTS, BY
WAY OF A MERGER OR OTHERWISE, OF ANY PERSON THAT DIRECTLY OR INDIRECTLY OWNS
SUCH SECURITY OR OTHER PROPERTY; AND THE TERM "TRANSFERRED" AND "TRANSFERRING"
SHALL HAVE A MEANING CORRELATIVE TO THE FOREGOING.
15
ARTICLE 8
GOVERNING LAW; MISCELLANEOUS
8.1
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT WILL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT
OF CHANCERY, NEW CASTLE COUNTY, OR IF THAT COURT DOES NOT HAVE JURISDICTION, A
FEDERAL COURT SITTING IN THE STATE OF DELAWARE FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION
OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH
NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW.
8.2
CERTAIN EXPENSES.
AT THE CLOSING, THE COMPANY SHALL PAY THE
REASONABLE FEES AND EXPENSES OF THE PURCHASER, IN AN AMOUNT NOT TO EXCEED, IN
THE AGGREGATE, $80,000.
8.3
COUNTERPARTS; SIGNATURES BY FACSIMILE.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, ALL OF WHICH ARE CONSIDERED ONE AND THE
SAME AGREEMENT AND WILL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY
EACH PARTY AND DELIVERED TO THE OTHER PARTY OR PARTIES.
THIS AGREEMENT, ONCE
EXECUTED BY A PARTY, MAY BE DELIVERED TO THE OTHER PARTY OR PARTIES HERETO BY
FACSIMILE OR E-MAIL TRANSMISSION OF A COPY OF THIS AGREEMENT BEARING THE
SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
8.4
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND DO NOT AFFECT ITS