SOLD IN A REGISTRATION
PURSUANT TO THE SECURITIES ACT OR PURSUANT TO RULE 144.
SECTION 3.
MISCELLANEOUS
(A)
DIRECTLY OR INDIRECTLY.
WHERE ANY
PROVISION IN THIS AGREEMENT REFERS TO ACTION TO BE TAKEN BY ANY PERSON, OR WHICH
SUCH PERSON IS PROHIBITED FROM TAKING, SUCH PROVISION SHALL BE APPLICABLE
WHETHER SUCH ACTION IS TAKEN DIRECTLY OR INDIRECTLY BY SUCH PERSON.
13
(B)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
(C)
SECTION HEADINGS.
THE HEADINGS OF THE
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND
SHALL NOT BE DEEMED TO CONSTITUTE A PART THEREOF.
(D)
NOTICES.
(I)
ALL COMMUNICATIONS UNDER THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR FACSIMILE OR MAILED BY
OVERNIGHT COURIER OR BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID:
(1)
IF TO THE COMPANY, TO 11080 CIRCLEPOINT
ROAD, WESTMINSTER, COLORADO, 80020, ATTENTION: PRESIDENT MICHAEL E. HART
(FACSIMILE: (303) 426-4731), OR AT SUCH OTHER ADDRESS AS IT MAY HAVE FURNISHED
IN WRITING TO THE HOLDERS, WITH A COPY TO COOLEY GODWARD LLP (FACSIMILE: (720)
566-4099), ATTENTION: BRENT FASSETT, ESQ.
(2)
IF TO THE HOLDERS, AT THE ADDRESS OR
FACSIMILE NUMBER LISTED ON SCHEDULE I HERETO, OR AT SUCH OTHER ADDRESS OR
FACSIMILE NUMBER AS MAY HAVE BEEN FURNISHED THE COMPANY IN WRITING, WITH A COPY
TO WILLKIE FARR & GALLAGHER LLP, 787 SEVENTH AVENUE, NEW YORK, NY 10019
(FACSIMILE: (212) 728-9222), ATTENTION: STEVEN J. GARTNER, ESQ.
(II)
ANY NOTICE SO ADDRESSED SHALL BE DEEMED TO
BE GIVEN: IF DELIVERED BY HAND OR FACSIMILE, ON THE DATE OF SUCH DELIVERY; IF
MAILED BY OVERNIGHT COURIER, ON THE FIRST BUSINESS DAY FOLLOWING THE DATE OF
SUCH MAILING; AND IF MAILED BY REGISTERED OR CERTIFIED MAIL, ON THE THIRD
BUSINESS DAY AFTER THE DATE OF SUCH MAILING.
(E)
REPRODUCTION OF DOCUMENTS.
THIS AGREEMENT
AND ALL DOCUMENTS RELATING THERETO, INCLUDING, WITHOUT LIMITATION, ANY CONSENTS,
WAIVERS AND MODIFICATIONS WHICH MAY HEREAFTER BE EXECUTED MAY BE REPRODUCED BY
THE HOLDERS BY ANY PHOTOGRAPHIC, PHOTOSTATIC, MICROFILM, MICROCARD, MINIATURE
PHOTOGRAPHIC OR OTHER SIMILAR PROCESS AND THE HOLDERS MAY DESTROY ANY ORIGINAL
DOCUMENT SO REPRODUCED.
THE PARTIES HERETO AGREE AND STIPULATE THAT ANY SUCH
REPRODUCTION SHALL BE ADMISSIBLE IN EVIDENCE AS THE ORIGINAL ITSELF IN ANY
JUDICIAL OR ADMINISTRATIVE PROCEEDING (WHETHER OR NOT THE ORIGINAL IS IN
EXISTENCE AND WHETHER OR NOT SUCH REPRODUCTION WAS MADE BY THE HOLDERS IN THE
REGULAR COURSE OF BUSINESS) AND THAT ANY ENLARGEMENT, FACSIMILE OR FURTHER
REPRODUCTION OF SUCH REPRODUCTION SHALL LIKEWISE BE ADMISSIBLE IN EVIDENCE.
(F)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF
EACH OF THE PARTIES.
(G)
ENTIRE AGREEMENT; AMENDMENT AND WAIVER.
THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR UNDERSTANDINGS
AMONG SUCH PARTIES.
THIS AGREEMENT MAY BE AMENDED, AND