OR 10.1 HEREOF. DURING SUCH TWO YEAR ESCROW
PERIOD, SELLER SHALL RETAIN VOTING RIGHTS AND RIGHTS TO DIVIDENDS AND
DISTRIBUTIONS TO THE ESCROWED HLC SHARES (SUBJECT TO OFFSET RIGHTS PROVIDED
HEREIN) BUT SHALL NOT HAVE THE RIGHT TO SELL, TRANSFER, PLEDGE, GRANT OR OPTION
IN, HYPOTHECATE OR GIFT THE ESCROWED HLC SHARES. ANY REQUIRED OFFSET PURSUANT TO
SECTIONS 3.6, 3.7, 3.8, 3.9, 8.5 OR 10.1 HEREOF SHALL BE DETERMINED BY
OFFSETTING THE AMOUNT OWED TO BUYER PURSUANT TO SUCH SECTIONS ON A
DOLLAR-FOR-DOLLAR BASIS BY REDEEMING AN AMOUNT OF ESCROWED HLC SHARES EQUAL TO
THE AMOUNT OF REQUIRED OFFSET DIVIDED BY $540.33, THE PER SHARE PRICE OF THE
ESCROWED HLC SHARES ON THE DATE OF ISSUANCE PURSUANT TO THE HLC SUBSCRIPTION
AGREEMENT. ANY ESCROWED HLC SHARES REDEEMED HEREBY SHALL BE CANCELLED AND BUYER
SHALL HAVE NO RIGHTS WITH RESPECT TO SUCH REDEEMED ESCROWED HLC SHARES. DURING
THIS ESCROW PERIOD, STOCK CERTIFICATES REPRESENTING THE ESCROWED HLC SHARES
SHALL BE RETAINED BY THE
16
SECRETARY OF THE BUYER. FOLLOWING THE END OF THE TWO YEAR ESCROW PERIOD, ANY AND
ALL REMAINING SHARES OF ESCROWED HLC SHARES SHALL BE PROMPTLY RETURNED TO
SELLER.
10.3
RIGHTS TO CORPORATE NAME. BUYER AND SELLER ACKNOWLEDGE AND AGREE
THAT SELLER DOES NOT HAVE RIGHTS TO, AND SHALL NOT UTILIZE, THE NAMES "HEAD
LITES CORPORATION," "HEAD LITES" OR ANY DERIVATIVE THEREOF (WITH THE EXCEPTION
OF THE NAME "HLC" AS SET FORTH IN SECTION 1.2 HEREOF), AND FURTHER THAT SELLER
HAS TRANSFERRED SUCH RIGHTS TO BUYER PURSUANT TO THE TERMS OF SECTION 1.1
HEREOF. NOTWITHSTANDING SUCH TRANSFER, BUYER ACKNOWLEDGES AND AGREES THAT IT
WILL NOT UTILIZE THE NAME "HEAD LITES CORPORATION," BUT IS ENTITLED TO USE ANY
DERIVATIVE THEREOF.
ARTICLE 11
GENERAL PROVISIONS
11.1
ASSIGNMENT. NO PARTY HERETO MAY ASSIGN ITS RIGHTS IN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO. THE TERMS OF THIS
AGREEMENT ARE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO, THEIR
SUCCESSORS AND PERMITTED ASSIGNS, AND NO PERSON, FIRM OR CORPORATION OTHER THAN
THE PARTIES, THEIR SUCCESSORS AND ASSIGNS, SHALL ACQUIRE OR HAVE ANY RIGHTS
UNDER OR BY VIRTUE OF THIS AGREEMENT.
11.2
FURTHER ASSURANCES. NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, WITHOUT FURTHER CONSIDERATION, SELLER, LESLEY, AND/OR PETRIE SHALL
EXECUTE AND DELIVER TO BUYER AND/OR BRS SUCH FURTHER INSTRUMENTS OF SALE,
TRANSFER, CONVEYANCE, ASSIGNMENT AND CONFIRMATION, AS SHALL BE HELPFUL,
NECESSARY, AND/OR APPROPRIATE TO EFFECTUATE THE TERMS OF THIS AGREEMENT,
INCLUDING THE TRANSFER OF THE ASSETS, REGARDLESS OF WHETHER OR NOT SUCH
DOCUMENTS ARE PREPARED AS OF THE EFFECTIVE DATE. WITH REGARD THERETO, SELLER
HEREBY CONSTITUTES AND APPOINTS BUYER THE TRUE AND LAWFUL ATTORNEY OF SELLER,
WITH FULL POWER OF SUBSTITUTION, IN THE NAME OF SELLER OR BUYER, BUT ON BEHALF
OF THE BENEFIT OF BUYER, TO ENFORCE ANY AND ALL ASSIGNED CONTRACTS, AND/OR,
AFTER REASONABLE NOTICE TO THE SELLER, TO TAKE SUCH FURTHER ACTION AS SHALL BE
NECESSARY, HELPFUL AND/OR APPROPRIATE TO EFFECTUATE THE TERMS OF THIS AGREEMENT
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED