performance of this Agreement;
provided, however, that the Company shall pay $30,000 to counsel for Gryphon
Master Fund, L.P., the lead Purchaser ("Gryphon"), to reimburse Gryphon for the
fees and expenses (including attorneys' fees and expenses) incurred by it in
connection with its due diligence review of the Company and the preparation,
negotiation, execution, delivery and performance of this Agreement and the other
Transaction Documents and the transactions contemplated thereunder (including
Gryphon's counsel's review of the Registration Statement (as contemplated by the
Registration Rights Agreement) as special counsel), $10,000 of which has already
been paid and is non-refundable, and the remaining $20,000 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 $20,000 from
the Purchase Price to be paid by Gryphon at Closing and remit such amount
directly to Gryphon's counsel in payment and satisfaction of such remaining
$20,000 due and payable by the Company at Closing.
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
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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 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 COUNTY 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
EACH 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