NON-ASSESSABLE SHARES OF COMMON STOCK WITH NO PERSONAL
LIABILITY RESULTING SOLELY FROM THE OWNERSHIP OF SUCH SHARES AND WILL BE FREE
AND CLEAR OF ALL LIENS, CHARGES, RESTRICTIONS, CLAIMS AND ENCUMBRANCES IMPOSED
BY OR THROUGH THE COMPANY.
(C)
NO CONFLICT; REQUIRED FILINGS AND
CONSENTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY
NOR THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER WILL: (I)
CONFLICT WITH THE COMPANY'S ARTICLES OF INCORPORATION OR BYLAWS; (II) VIOLATE
ANY STATUTE, LAW, ORDINANCE, RULE OR REGULATION, APPLICABLE TO THE COMPANY OR
ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY; OR (III) VIOLATE, BREACH, BE IN
CONFLICT WITH OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE
OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT) UNDER, OR PERMIT THE TERMINATION OF
ANY PROVISION OF, OR RESULT IN THE TERMINATION OF, THE ACCELERATION OF THE
MATURITY OF, OR THE ACCELERATION OF THE PERFORMANCE OF ANY OBLIGATION OF THE
COMPANY, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY
PROPERTIES, ASSETS OR BUSINESS OF THE COMPANY UNDER, ANY MATERIAL CONTRACT OR
ANY ORDER, JUDGMENT OR DECREE TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT OR
ANY OF ITS ASSETS OR PROPERTIES IS BOUND OR ENCUMBERED EXCEPT, IN THE CASE OF
CLAUSES (II) AND (III), FOR SUCH VIOLATIONS, BREACHES, CONFLICTS, DEFAULTS OR
OTHER OCCURRENCES WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON ITS OBLIGATION TO PERFORM ITS COVENANTS UNDER THIS
AGREEMENT.
5.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HERETO, AND NO PARTY SHALL BE LIABLE OR BOUND TO
ANY OTHER PARTY IN ANY MANNER BY ANY WARRANTIES, REPRESENTATIONS, GUARANTEES OR
COVENANTS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN
THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
6.
AMENDMENT AND MODIFICATION.
THIS
AGREEMENT MAY NOT BE AMENDED, MODIFIED OR SUPPLEMENTED EXCEPT BY AN INSTRUMENT
OR INSTRUMENTS IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY
SUCH AMENDMENT, MODIFICATION OR SUPPLEMENT IS SOUGHT.
7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED, HOWEVER, THAT NO PARTY HERETO MAY
ASSIGN ITS RIGHTS OR DELEGATE ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
NOTHING IN THIS
AGREEMENT IS INTENDED TO CONFER UPON ANY PERSON NOT A PARTY HERETO (AND THEIR
SUCCESSORS AND ASSIGNS) ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER
OR BY REASON OF THIS AGREEMENT.
8.
HEADINGS; DEFINITIONS.
THE SECTION
HEADINGS CONTAINED IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE
ONLY