definiens: within the meaning of Code § 1361(b)(2);(F ) the Company has not issued or entered into any restricted stock, deferred compensation or profit - sharingplans, call options, warrants or similar instruments with respect to its stock, other than those referred to inSection 4.1(c ), stock appreciation rights, convertible debt instruments, stock - based employee incentiveplans, or other similar instruments, obligations or arrangements ; ( G ) the Company has not issued or enteredinto any indebtedness other than indebtedness which constitutes within the meaning ofCode § 1361(c)(5 ) and Treasury Regulations § 1.1361 - 1(l)(5 ) ; ( H ) except for the Close CorporationAgreement, neither the Company nor any Person who has been the record or beneficial owner of any Shareswith respect to the Company ( or any interest therein ) has entered into any binding agreements relating torights to distributions and liquidation proceeds in respect of the Shares, or any other agreement with respectto the Shares, including, but not limited to, buy - sell agreements, agreements restricting the transferability ofShares, or redemption agreements ; ( I ) the Company has not acquired the assets of any other corporation in atransaction described in Section 381(a ) of the Code ; and ( J ) the Company has not owned any stock(including any instrument or interest that constitutes stock for U.S. federal income tax purposes ) of anycorporation and has not entered into any partnership, joint venture, marketing or other similar contract orarrangement with any Person