AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY AND IS A VALID AND BINDING AGREEMENT OF THE COMPANY,
ENFORCEABLE AGAINST THE
15
COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
RELATING TO CREDITORS' RIGHTS GENERALLY AND BY EQUITABLE PRINCIPLES TO WHICH THE
REMEDIES OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND SIMILAR FORMS OF RELIEF ARE
SUBJECT.
ARTICLE IX
TERMINATION
SECTION 9.1
AUTOMATIC TERMINATION.
THIS AGREEMENT SHALL BE
TERMINATED IF (I) AT ANY TIME, THERE IS ONLY ONE SHAREHOLDER, (II) A QUALIFIED
PUBLIC OFFERING SHALL BE CONSUMMATED, (III) THE COMPANY SHALL BE DECLARED TO BE
BANKRUPT UNDER FEDERAL LAW, MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
OTHERWISE BE FOUND INSOLVENT, (IV) THE COMPANY SHALL DISSOLVE OR WIND UP ITS
AFFAIRS OR (V) THE MERGER AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS.
SECTION 9.2
OPTIONAL TERMINATION.
THIS AGREEMENT MAY BE TERMINATED
AT ANY TIME BY THE MUTUAL WRITTEN CONSENT OF THE PARTIES HERETO.
SECTION 9.3
EFFECT OF TERMINATION.
FROM AND AFTER A TERMINATION IN
ACCORDANCE WITH SECTION 9.1 OR 9.2, THIS AGREEMENT SHALL BECOME NULL AND VOID
AND OF NO FURTHER FORCE AND EFFECT, EXCEPT FOR SECTIONS 10.2, 10.3, 10.8 AND
10.13.
THE TERMINATION OF THIS AGREEMENT SHALL NOT AFFECT ANY RIGHTS OR
OBLIGATIONS THAT SHALL HAVE ARISEN OR ACCRUED PRIOR THE DATE OF TERMINATION.
ARTICLE X
MISCELLANEOUS
SECTION 10.1
NO OTHER AGREEMENTS; NOTICE.
NO SHAREHOLDER SHALL ENTER
INTO ANY OTHER VOTING, BUY-SELL, SHAREHOLDER OR OTHER AGREEMENT RELATING TO THE
SHARES THAT CONFLICTS IN ANY WAY WITH THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER SHAREHOLDER OR SHAREHOLDERS.
SECTION 10.2
CONFIDENTIALITY; ANNOUNCEMENTS.
EXCEPT AS CONTEMPLATED
BY THIS AGREEMENT OR AS MAY OTHERWISE BE REQUIRED BY LAW, THE PARTIES SHALL KEEP
THE EXISTENCE AND TERMS OF THIS AGREEMENT CONFIDENTIAL.
A COPY OF THIS
AGREEMENT SHALL BE FILED WITH THE SECRETARY OF THE COMPANY AND KEPT WITH THE
RECORDS OF THE COMPANY.
SECTION 10.3
SPECIFIC PERFORMANCE.
THE PARTIES HEREBY ACKNOWLEDGE AND
AGREE THAT THE FAILURE OF ANY PARTY TO PERFORM ITS AGREEMENTS AND COVENANTS
HEREUNDER SHALL CAUSE IRREPARABLE INJURY TO THE OTHER PARTIES FOR WHICH DAMAGES,
EVEN IF AVAILABLE, SHALL NOT BE AN ADEQUATE REMEDY.
ACCORDINGLY, EACH PARTY
HEREBY CONSENTS, IN ADDITION TO AND NOT IN LIEU OF MONETARY DAMAGES AND OTHER
RELIEF, TO THE ISSUANCE OF INJUNCTIVE RELIEF TO COMPEL PERFORMANCE OF SUCH
PARTY'S OBLIGATIONS AND TO THE GRANTING OF THE REMEDY OF SPECIFIC PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER.
SECTION 10.4
NOTICES.
ANY NOTICE GIVEN PURSUANT TO THIS AGREEMENT
SHALL BE IN WRITING AND DELIVERED PERSONALLY, SENT BY REPUTABLE, OVERNIGHT
COURIER SERVICE (CHARGES PREPAID), SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, OR BY FACSIMILE, AND ADDRESSED TO THE LAST KNOWN ADDRESS OF THE
SHAREHOLDER SET FORTH ON THE BOOKS AND RECORDS OF THE COMPANY.
SUCH NOTICE
SHALL BE DEEMED TO HAVE BEEN GIVEN AND SHALL BE EFFECTIVE: AT THE TIME DELIVERED
BY HAND, IF PERSONALLY DELIVERED; ONE BUSINESS DAY AFTER BEING SENT,