and bargained agreement between the
parties irrevocably to waive any objections to venue or to convenience of forum.
Process in any Action or proceeding referred to in the first sentence of this
Section 10.13 may be served on any party anywhere in the world.
10.14 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES HERETO ACKNOWLEDGE
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS
WAIVER WITH ITS OR HIS, AS THE CASE MAY BE, LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND
THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
Purchaser:
THE HILLMAN GROUP, INC.
By:
/s/ James P. Waters
Name:
James P.
Waters
Its:
Vice President, Secretary, Treasurer and
Chief Financial Officer
/s/ Thomas Rowe
Sellers:
THOMAS ROWE
/s/ Mary Jennifer Rowe
MARY JENNIFER ROWE
[Signature Page to Stock Purchase Agreement]
EXHIBIT A
CONSULTING AGREEMENT
See attached.
EXHIBIT B
HEADQUARTERS LEASE
See attached.
EXHIBIT C
PACKAGING FACILITY LEASE
See attached.
EXHIBIT D
ESCROW AGREEMENT
See attached.
EXHIBIT E
BALANCE SHEET AND WORKING CAPITAL SCHEDULE RULES
1. Cash shall be included as a Current Asset. Real Property taxes shall be
included as a Current Liability.
2. Sellers' Estimated Transaction Expenses to extent accrued, but not paid shall
be included as a Current Liability, but shall not be included in the Working
Capital Schedule (being paid in accordance with Section 2.03(e) of the
Agreement).
3. Inventory shall be calculated in accordance with FIFO.