$5,000 OF WHICH HAS ALREADY BEEN PAID AND IS
NON-REFUNDABLE, AND THE REMAINING $25,000 OF WHICH SHALL BE DUE AND PAYABLE IN
CASH AT CLOSING (AND ONLY IF THE CLOSING OCCURS). IF THE CLOSING OCCURS, THE
COMPANY HEREBY AUTHORIZES AND DIRECTS GRYPHON TO DEDUCT $25,000 FROM THE
PURCHASE PRICE TO BE PAID BY GRYPHON AT CLOSING IN PAYMENT AND SATISFACTION OF
SUCH REMAINING $25,000 DUE AND PAYABLE BY THE COMPANY AT CLOSING. IN ADDITION,
THE COMPANY SHALL PAY ALL REASONABLE FEES AND EXPENSES INCURRED BY THE
PURCHASERS IN CONNECTION WITH ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THIS
AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR INCURRED IN CONNECTION
WITH THE ENFORCEMENT OF THIS AGREEMENT AND ANY OF THE OTHER TRANSACTION
DOCUMENTS, FOLLOWING A BREACH BY THE COMPANY OF THIS AGREEMENT OR ANY OF THE
OTHER TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE
ATTORNEYS' FEES, DISBURSEMENTS AND EXPENSES.
SECTION 8.2
SPECIFIC ENFORCEMENT; CONSENT
TO JURISDICTION.
(A)
THE COMPANY AND THE PURCHASERS ACKNOWLEDGE
AND AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS 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 OR
THE OTHER TRANSACTION DOCUMENTS 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.
(B)
THE COMPANY AND EACH PURCHASER (I) HEREBY
IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT SITTING IN THE NORTHERN DISTRICT OF TEXAS AND THE COURTS OF THE
STATE OF TEXAS LOCATED IN DALLAS, TEXAS, FOR THE PURPOSES OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND
(II) HEREBY WAIVE, AND AGREE 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. THE
COMPANY AND EACH PURCHASER CONSENT TO PROCESS BEING SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING IN
THIS SECTION 8.2 SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW. THE COMPANY AND THE PURCHASERS HEREBY AGREE THAT THE
PREVAILING PARTY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE SHARES, THE WARRANTS, THE AIRS OR ANY TRANSACTION DOCUMENT SHALL BE ENTITLED
TO REIMBURSEMENT FOR REASONABLE LEGAL FEES