OR IN THE FEDERAL COURTS
LOCATED IN THE STATE OF NEW YORK.
THE PARTIES AND THE INDIVIDUALS EXECUTING
THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR DELIVERED IN
CONNECTION HEREWITH ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE JURISDICTION
OF SUCH COURTS AND WAIVE TRIAL BY JURY.
THE PREVAILING PARTY SHALL BE ENTITLED
TO RECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEY'S FEES AND COSTS.
IN
THE EVENT THAT ANY PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT DELIVERED
IN CONNECTION HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE
OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT
THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH
STATUTE OR RULE OF LAW.
ANY SUCH PROVISION WHICH MAY PROVE INVALID OR
UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF ANY AGREEMENT.
(E)
SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION.
THE COMPANY AND
PURCHASER ACKNOWLEDGE AND AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT
THAT ANY OF THE PROVISIONS OF THIS
18
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 OR CURE BREACHES OF THE PROVISIONS OF
THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS
BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH ANY OF THEM MAY BE ENTITLED BY
LAW OR EQUITY.
SUBJECT TO SECTION 10(D) HEREOF, EACH OF THE COMPANY, PURCHASER
AND ANY SIGNATORY HERETO IN HIS PERSONAL CAPACITY HEREBY WAIVES, AND AGREES NOT
TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION IN NEW YORK OF SUCH COURT, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
THE SUIT, ACTION OR PROCEEDING IS IMPROPER.
NOTHING IN THIS SECTION 8(E) SHALL
AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
(F)
INDEPENDENT NATURE OF PURCHASERS.
THE COMPANY ACKNOWLEDGES THAT
THE OBLIGATIONS OF EACH PURCHASER UNDER THE TRANSACTION DOCUMENTS ARE SEVERAL
AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO PURCHASER
SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY
OTHER PURCHASER UNDER THE TRANSACTION DOCUMENTS.
THE COMPANY ACKNOWLEDGES THAT
THE DECISION OF EACH PURCHASER TO PURCHASE SECURITIES HAS BEEN MADE BY SUCH
PURCHASER INDEPENDENTLY OF ANY OTHER PURCHASER AND INDEPENDENTLY OF ANY
INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE BUSINESS, AFFAIRS,
OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY WHICH MAY HAVE BEEN MADE OR
GIVEN BY ANY OTHER PURCHASER OR BY ANY AGENT OR EMPLOYEE OF ANY OTHER PURCHASER,
AND NO PURCHASER OR ANY OF ITS AGENTS OR EMPLOYEES SHALL HAVE ANY LIABILITY TO
ANY PURCHASER (OR ANY OTHER PERSON) RELATING TO OR ARISING FROM ANY SUCH