OR PROVISIONS.
5.8
FORUM; SERVICE OF PROCESS.
ANY LEGAL SUIT, ACTION
OR PROCEEDING BROUGHT BY THE COMPANY, PURCHASERS, ANY OTHER HOLDERS, ANY PERSON
ENTITLED TO INDEMNIFICATION OR CONTRIBUTION HEREUNDER, OR ANY OF THEIR
RESPECTIVE AFFILIATES ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE
INSTITUTED EXCLUSIVELY IN ANY FEDERAL OR STATE COURT IN THE STATE OF WISCONSIN,
AND EACH SUCH PERSON IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH PROCEEDING, AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR
PROCEEDING.
5.9
CAPTIONS.
THE CAPTIONS, HEADINGS AND ARRANGEMENTS
USED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT IN ANY WAY LIMIT OR
AMPLIFY THE TERMS AND PROVISIONS HEREOF.
5.10
NO PREJUDICE.
THE TERMS OF THIS AGREEMENT SHALL
NOT BE CONSTRUED IN FAVOR OF OR AGAINST ANY PARTY ON ACCOUNT OF ITS
PARTICIPATION IN THE PREPARATION HEREOF.
5.11
WORDS IN SINGULAR AND PLURAL FORM.
WORDS USED IN
THE SINGULAR FORM IN THIS AGREEMENT SHALL BE DEEMED TO IMPORT THE PLURAL, AND
VICE VERSA, AS THE SENSE MAY REQUIRE.
5.12
REMEDY FOR BREACH.
THE COMPANY HEREBY ACKNOWLEDGES
THAT IN THE EVENT OF ANY BREACH OR THREATENED BREACH BY THE COMPANY OF ANY OF
THE PROVISIONS OF THIS AGREEMENT, THE HOLDERS WOULD HAVE NO ADEQUATE REMEDY AT
LAW AND COULD SUFFER SUBSTANTIAL AND IRREPARABLE DAMAGE.
ACCORDINGLY, THE
COMPANY HEREBY AGREES THAT, IN SUCH EVENT, THE HOLDERS SHALL BE ENTITLED, AND
NOTWITHSTANDING ANY
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ELECTION BY ANY HOLDER TO CLAIM DAMAGES, TO OBTAIN A TEMPORARY AND/OR PERMANENT
INJUNCTION TO RESTRAIN ANY SUCH BREACH OR THREATENED BREACH OR TO OBTAIN
SPECIFIC PERFORMANCE OF ANY SUCH PROVISIONS, ALL WITHOUT PREJUDICE TO ANY AND
ALL OTHER REMEDIES WHICH ANY HOLDERS MAY HAVE AT LAW OR IN EQUITY.
5.13
SUCCESSORS AND ASSIGNS, THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO, EACH ASSIGNEE OF THE HOLDERS PURSUANT TO
ARTICLE 3 AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EXECUTORS,
ADMINISTRATORS AND HEIRS.
HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF
THIS AGREEMENT AND THIS AGREEMENT MAY BE ENFORCED BY SUCH HOLDERS.
5.14
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER
HEREOF AND MERGES AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF ANY AND EVERY NATURE AMONG THEM.
5.15
ATTORNEYS' FEES.
IN THE EVENT OF ANY ACTION OR
SUIT BASED UPON OR ARISING OUT OF ANY ACTUAL OR ALLEGED BREACH BY ANY PARTY OF
ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT IN THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND
EXPENSES OF SUCH ACTION OR SUIT FROM THE OTHER PARTY IN ADDITION TO ANY OTHER
RELIEF ORDERED BY ANY COURT.
5.16
TERMINATION OF RIGHTS.
ALL RIGHTS UNDER THIS
AGREEMENT WILL TERMINATE AS TO A HOLDER WHEN THAT HOLDERS NO LONGER HOLDS ANY
REGISTRABLE SECURITIES.
[Signature Page Follows]
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