THE ITEMS THEREIN SET FORTH
AND SHALL CONSTITUTE PRIMA FACIE PROOF THEREOF.
YOU SHALL HAVE THE RIGHT TO
ENFORCE ANY ONE OR MORE OF THE REMEDIES AVAILABLE TO YOU, SUCCESSIVELY,
ALTERNATELY OR CONCURRENTLY.
WE AGREE TO JOIN WITH YOU IN EXECUTING FINANCING
STATEMENTS OR OTHER INSTRUMENTS TO THE EXTENT REQUIRED BY THE UNIFORM COMMERCIAL
CODE IN FORM SATISFACTORY TO YOU AND IN EXECUTING SUCH OTHER DOCUMENTS OR
INSTRUMENTS AS MAY BE REQUIRED OR DEEMED NECESSARY BY YOU FOR PURPOSES OF
AFFECTING OR CONTINUING YOUR SECURITY INTEREST IN THE COLLATERAL.
9.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND CANNOT BE
TERMINATED ORALLY.
ALL OF THE RIGHTS, REMEDIES, OPTIONS, PRIVILEGES AND
ELECTIONS GIVEN TO YOU HEREUNDER SHALL INURE TO THE BENEFIT OF YOUR SUCCESSORS
AND ASSIGNS.
THE TERM "YOU" AS HEREIN USED SHALL INCLUDE YOUR COMPANY, ANY
PARENT OF YOUR COMPANY, ANY OF YOUR SUBSIDIARIES AND ANY CO-SUBSIDIARIES OF YOUR
PARENT, WHETHER NOW EXISTING OR HEREAFTER CREATED OR ACQUIRED, AND ALL OF THE
TERMS, CONDITIONS, PROMISES, COVENANTS, PROVISIONS AND WARRANTIES OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND SHALL BIND THE REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF EACH OF US AND THEM.
YOU AND WE HEREBY (A) WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN LITIGATION RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND WE AGREE NOT TO ASSERT ANY COUNTERCLAIM IN
SUCH LITIGATION, (B) SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK AND (C)
WAIVE ANY OBJECTION YOU OR WE MAY HAVE AS TO THE BRINGING OR MAINTAINING OF SUCH
ACTION WITH ANY SUCH COURT.
10.
ALL NOTICES FROM YOU TO US SHALL BE
SUFFICIENTLY GIVEN IF MAILED OR DELIVERED TO US AT OUR ADDRESS SET FORTH BELOW.
Very truly yours,
TIME AMERICA, INC.
By:
Name:
ACKNOWLEDGED:
Title:
LAURUS MASTER FUND, LTD.
Address:
51 West Third Street, Suite 310,
Tempe, Arizona 85281
By:
Attention:
Craig J. Smith
Name:
Facsimile: (480) 967-5444
Title:
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With copy to:
Gregory R. Hall, Esq.
Squire, Sanders & Dempsey L.L.P.
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Facsimile: (602) 253-8129
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