REVIEW AND COMMENT UPON ANY
PROPOSED FORM 8-K OR OTHER PUBLIC FILING BY THE COMPANY WITH RESPECT TO THIS
AGREEMENT PRIOR TO FILING, AND THE COMPANY SHALL CONSIDER IN GOOD FAITH ANY
CHANGES PROPOSED BY THE ENGAGED GROUP.
7.
SPECIFIC PERFORMANCE.
EACH INVESTOR, ON THE ONE HAND, AND THE COMPANY, ON
THE OTHER HAND, ACKNOWLEDGES AND AGREES THAT IRREPARABLE INJURY TO THE OTHER
PARTIES HERETO WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS OF THIS AGREEMENT
WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE
BREACHED, AND THAT SUCH INJURY WOULD NOT BE ADEQUATELY COMPENSABLE BY THE
REMEDIES AVAILABLE AT LAW (INCLUDING THE PAYMENT OF MONEY DAMAGES).
IT IS
ACCORDINGLY AGREED THAT EACH INVESTOR, ON THE ONE HAND, AND THE COMPANY, ON THE
OTHER HAND (THE "MOVING PARTY"), SHALL BE ENTITLED TO SPECIFIC ENFORCEMENT OF,
AND INJUNCTIVE RELIEF TO PREVENT ANY VIOLATION OF, THE TERMS HEREOF, AND THE
OTHER PARTIES HERETO WILL NOT TAKE ACTION, DIRECTLY OR INDIRECTLY, IN OPPOSITION
TO THE MOVING PARTY SEEKING SUCH RELIEF ON THE GROUNDS THAT ANY OTHER REMEDY OR
RELIEF IS AVAILABLE AT LAW OR IN EQUITY.
FURTHERMORE, EACH OF THE PARTIES
HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW IN THE
CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS OF THIS AGREEMENT BY WAY OF
EQUITABLE RELIEF. THIS SECTION 7 IS NOT THE EXCLUSIVE REMEDY FOR ANY VIOLATION
OF THIS AGREEMENT.
8.
EXPENSES.
EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND EFFECTUATION OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL REIMBURSE THE ENGAGED GROUP FOR THE REASONABLE AND DOCUMENTED FEES
AND EXPENSES INCURRED BY THE ENGAGED GROUP PRIOR TO THE DATE HEREOF IN
CONNECTION WITH ITS INVESTMENT IN THE COMPANY IN AN AMOUNT NOT TO EXCEED
$463,615.89. SUBJECT TO RECEIVING REASONABLE DOCUMENTATION, THE REIMBURSEMENT
PROVIDED IN THIS SECTION 8 SHALL BE PAID BY THE COMPANY TO THE ENGAGED GROUP
WITHIN 10 DAYS OF THE DATE HEREOF.
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9.
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF THIS
AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR
UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
IT IS HEREBY STIPULATED AND
DECLARED TO BE THE INTENTION OF THE PARTIES THAT THE PARTIES WOULD HAVE EXECUTED
THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING
ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, VOID OR UNENFORCEABLE.
IN
ADDITION, THE PARTIES AGREE TO USE THEIR BEST EFFORTS TO AGREE UPON AND
SUBSTITUTE A VALID AND ENFORCEABLE TERM, PROVISION, COVENANT OR RESTRICTION FOR
ANY OF SUCH THAT IS HELD INVALID, VOID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION.
10.
NOTICES.
ANY NOTICES, CONSENTS, DETERMINATIONS, WAIVERS OR OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN UNDER THE TERMS OF THIS
AGREEMENT MUST BE