AND ALL OF WHICH, WHEN TAKEN TOGETHER, WILL BE DEEMED TO
CONSTITUTE ONE AND THE SAME AGREEMENT. THIS AGREEMENT MAY BE EXECUTED BY
FACSIMILE OR OTHER ELECTRONIC MEANS.
(I)
ENTIRE AGREEMENT. THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES, OR ANY OF THEM, WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND, EXCEPT AS PROVIDED IN
SECTION 2(F) HEREOF, IS NOT INTENDED TO AND SHALL NOT CONFER UPON ANY PERSON
OTHER THAN THE PARTIES ANY RIGHTS OR REMEDIES HEREUNDER. THE PARTIES AGREE THAT
TIME IS OF THE ESSENCE WITH RESPECT TO THE PERFORMANCE OF ALL OBLIGATIONS
PROVIDED IN THIS AGREEMENT AND EFFECTUATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY.
(J)
SPECIFIC ENFORCEMENT. THE PARTIES AGREE
THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF
THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR
WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT
AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY
NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT
LAW OR IN EQUITY.
(K)
RULES OF CONSTRUCTION. UNLESS THE CONTEXT
OTHERWISE REQUIRES, THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE-VERSA, EACH
PRONOUN IN ANY GENDER SHALL INCLUDE ALL OTHER GENDERS, AND PROVISIONS APPLY TO
SUCCESSIVE EVENTS AND TRANSACTIONS. THE WORDS "HEREOF," "HEREBY," "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT. THE WORD "INCLUDING" OR ANY VARIATION THEREOF MEANS "INCLUDING,
WITHOUT LIMITATION" AND SHALL NOT BE CONSTRUED TO LIMIT ANY GENERAL STATEMENT
THAT IT FOLLOWS TO THE SPECIFIC OR SIMILAR ITEMS OR MATTERS IMMEDIATELY
FOLLOWING IT. THE TITLES AND HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
17
WHERE ANY PROVISION IN THIS AGREEMENT REFERS TO ACTION TO BE TAKEN BY ANY
PERSON, OR WHICH SUCH PERSON IS PROHIBITED FROM TAKING, SUCH PROVISION SHALL BE
APPLICABLE WHETHER SUCH ACTION IS TAKEN DIRECTLY OR INDIRECTLY BY SUCH PERSON.
[Remainder of page intentionally left blank]
18
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.
HSW INTERNATIONAL, INC.
By:
/s/ Bradley T. Zimmer
Name: Bradley Zimmer
Title: Secretary
AFFILIATES
MAILING ADDRESS:
DEUTSCHE BANK AKTIENGESELLSCHAFT
By:
Name:
Fax:
Title:
ASHFORD CAPITAL MANAGEMENT, INC.
By:
Name:
Fax:
Title:
/s/ Kevin Jones
Kevin Jones
Fax:
/s/ Theodore P. Botts
Theodore P. Botts
Fax:
~ Affiliate signatures continue on the next page ~
19
~ continuation of Affiliate signatures ~
/s/