IMPAIRED OR INVALIDATED.
4.2
BINDING EFFECT AND ASSIGNMENT.
THIS
AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS, BUT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER THIS
AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS OF THE PARTIES HERETO
MAY BE ASSIGNED BY EITHER OF THE PARTIES WITHOUT PRIOR WRITTEN CONSENT OF THE
OTHER.
ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS SECTION 4.2 SHALL BE VOID.
4.3
AMENDMENTS AND MODIFICATION.
THIS AGREEMENT
MAY NOT BE MODIFIED, AMENDED, ALTERED OR SUPPLEMENTED EXCEPT UPON THE EXECUTION
AND DELIVERY OF A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO.
4.4
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN UPON
DELIVERY EITHER BY COMMERCIAL DELIVERY SERVICE, OR SENT VIA FACSIMILE (RECEIPT
CONFIRMED), TO THE PARTIES AT THE FOLLOWING ADDRESS OR FACSIMILE NUMBERS (OR AT
SUCH OTHER ADDRESS OR FACSIMILE NUMBERS FOR A PARTY AS SHALL BE SPECIFIED BY
LIKE NOTICE):
If to the Purchaser:
STEN Acquisition Corporation
10275 Minnetonka Boulevard, Suite 310
Wayzata, MN 55305
Attention:
Kenneth W. Brimmer,
with a copy to:
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Chief Executive Officer
Attention: Girard P. Miller
Facsimile: 952-545-2795
Facsimile: 612-371-3207
If to the Company Shareholder, to the address for notice set forth on the last
page hereof.
Any party hereto may by notice so given provide and change its address for
future notices hereunder.
Notice shall conclusively be deemed to have been
given when personally delivered or when deposited in the mail in the manner set
forth above.
4.5
GOVERNING LAW; DISPUTES.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF
THE STATE OF MINNESOTA.
IN THE EVENT THERE IS ANY DISPUTE BETWEEN THE PARTIES
HERETO OVER THE NUMBER OF THE SHARES OWNED OF RECORD OR BENEFICIALLY BY THE
COMPANY SHAREHOLDER OR OVER WHICH THE COMPANY SHAREHOLDER EXERCISES VOTING POWER
AS OF THE EXECUTION BY THE COMPANY SHAREHOLDER OF THIS AGREEMENT AND ALL
5
ADDITIONAL SHARES (INCLUDING WITHOUT LIMITATION ALL ADDITIONAL SHARES OF THE
COMPANY COMMON STOCK) OF WHICH THE COMPANY SHAREHOLDER ACQUIRES OWNERSHIP OR
VOTING POWER AFTER THE TIME THAT THE COMPANY SHAREHOLDER EXECUTES THIS AGREEMENT
THAT ARE INCLUDED IN THE DEFINITION SHARES, THE DETERMINATION OF SUCH DISPUTE
SHALL BE DETERMINED BE A COURT OF COMPETENT JURISDICTION.
4.6
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES AND CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR
NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS, UNDERSTANDINGS, DUTIES OR OBLIGATIONS
BETWEEN THE PARTIES RESPECTING THE SUBJECT MATTER HEREOF.
4.7
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN FACSIMILE AND IN OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED
AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
4.8
CAPTIONS.
THE CAPTIONS TO SECTIONS OF THIS
AGREEMENT HAVE BEEN INSERTED FOR IDENTIFICATION AND REFERENCE