THE PURCHASERS IN CONNECTION WITH THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS' FEES AND EXPENSES.
27
SECTION 7.2
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 REGISTRATION RIGHTS
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.
(B)
EACH OF THE COMPANY AND THE PURCHASERS AGREE THAT VENUE FOR ANY
DISPUTE ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WILL LIE EXCLUSIVELY IN THE
STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, AND THE PARTIES
IRREVOCABLY WAIVE ANY RIGHT TO RAISE FORUM NON CONVENIENS OR ANY OTHER ARGUMENT
THAT NEW YORK IS NOT THE PROPER VENUE.
THE COMPANY AND THE PURCHASERS
IRREVOCABLY CONSENT TO PERSONAL JURISDICTION IN THE STATE AND FEDERAL COURTS OF
THE STATE OF NEW YORK.
THE COMPANY AND THE PURCHASERS 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 7.2 SHALL AFFECT OR LIMIT ANY RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 7.3
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS CONTAINS THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE
PARTIES WITH RESPECT TO THE MATTERS COVERED HEREBY AND, EXCEPT AS SPECIFICALLY
SET FORTH HEREIN OR IN THE TRANSACTION DOCUMENTS, NEITHER THE COMPANY NOR ANY OF
THE PURCHASERS MAKES ANY REPRESENTATIONS, WARRANTY, COVENANT OR UNDERTAKING WITH
RESPECT TO SUCH MATTERS AND THEY SUPERSEDE ALL PRIOR UNDERSTANDINGS AND
AGREEMENTS WITH RESPECT TO SAID SUBJECT MATTER, ALL OF WHICH ARE MERGED HEREIN.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY A WRITTEN
INSTRUMENT SIGNED BY THE COMPANY AND THE HOLDERS OF AT LEAST SEVENTY-FIVE
PERCENT (75%) OF THE PREFERRED SHARES THEN OUTSTANDING, AND NO PROVISION HEREOF
MAY BE WAIVED OTHER THAN BY AN A WRITTEN INSTRUMENT SIGNED BY THE PARTY AGAINST
WHOM ENFORCEMENT OF ANY SUCH AMENDMENT OR WAIVER IS SOUGHT.
NO SUCH AMENDMENT
SHALL BE EFFECTIVE TO THE EXTENT THAT IT APPLIES TO LESS THAN ALL OF THE HOLDERS
OF THE PREFERRED SHARES THEN OUTSTANDING.
NO CONSIDERATION SHALL BE OFFERED OR
PAID TO ANY PERSON TO AMEND OR CONSENT TO A WAIVER OR MODIFICATION OF ANY
PROVISION OF ANY