EACH OF WHICH WILL BE DEEMED AN ORIGINAL.
(D)
LAW GOVERNING THIS AGREEMENT.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
ANY ACTION BROUGHT BY EITHER PARTY
AGAINST THE OTHER CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS
LOCATED IN THE STATE OF NEW YORK.
BOTH PARTIES AND THE INDIVIDUALS EXECUTING
THIS AGREEMENT AND OTHER AGREEMENTS ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO
THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY.
IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT DELIVERED IN
21
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
SUBSCRIBER ACKNOWLEDGE AND 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 OR CURE BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND
TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF OR THEREOF, THIS BEING
IN ADDITION TO ANY OTHER REMEDY TO WHICH ANY OF THEM MAY BE ENTITLED BY LAW OR
EQUITY.
SUBJECT TO SECTION 12(D) HEREOF, EACH OF THE COMPANY AND SUBSCRIBER
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 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 SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.
22
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)
Please acknowledge your acceptance of the foregoing Subscription Agreement by
signing and returning a copy to the undersigned whereupon it shall become a
binding agreement between us.
ANDOVER MEDICAL, INC.
A Delaware corporation
By:
Name:
Title:
Dated: April
, 2007
SUBSCRIBER
PURCHASE PRICE
SHARES
C WARRANTS
D WARRANTS
$
(Signature)
Name and Address
LIST OF EXHIBITS AND SCHEDULES
Exhibit A
Form of Certificate of Designations of Series B Preferred Stock
Exhibit B
Form of C Warrant
Exhibit C
Form of D Warrant
Exhibit D
Form of Legal Opinion
Schedule 5(n)
Listing Notices
Schedule 5(o)
Undisclosed Liabilities
Schedule 5(q)
Capitalization
Schedule 5(v)
Registration Rights
Schedule 13(a)
Other Excepted Issuances