REFERENCE IS MADE IN THIS AGREEMENT TO AN
EXHIBIT OR SCHEDULE, SUCH REFERENCE SHALL BE TO AN EXHIBIT OR SCHEDULE TO THIS
AGREEMENT UNLESS OTHERWISE INDICATED.
WHEN A REFERENCE IS MADE IN THIS
AGREEMENT TO SECTIONS OR SUBSECTIONS, SUCH
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REFERENCE SHALL BE TO A SECTION OR SUBSECTION OF THIS AGREEMENT.
UNLESS
OTHERWISE INDICATED THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" WHEN USED
HEREIN SHALL BE DEEMED IN EACH CASE TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION." THE TABLE OF CONTENTS AND HEADINGS CONTAINED IN THIS AGREEMENT ARE
FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
WHEN REFERENCE IS MADE HEREIN TO "THE
BUSINESS OF" AN ENTITY, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE BUSINESS
OF ALL DIRECT AND INDIRECT SUBSIDIARIES OF SUCH ENTITY.
REFERENCE TO THE
SUBSIDIARIES OF AN ENTITY SHALL BE DEEMED TO INCLUDE ALL DIRECT AND INDIRECT
SUBSIDIARIES OF SUCH ENTITY.
FOR PURPOSES OF THIS AGREEMENT:
(A)
THE TERM "MATERIAL ADVERSE EFFECT" WHEN USED IN CONNECTION WITH AN
ENTITY MEANS ANY CHANGE, EVENT, VIOLATION, INACCURACY, CIRCUMSTANCE OR EFFECT,
INDIVIDUALLY OR WHEN AGGREGATED WITH OTHER CHANGES, EVENTS, VIOLATIONS,
INACCURACIES, CIRCUMSTANCES OR EFFECTS, THAT IS MATERIALLY ADVERSE TO THE
BUSINESS, ASSETS (INCLUDING INTANGIBLE ASSETS), REVENUES, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS OF SUCH ENTITY, IT BEING UNDERSTOOD THAT NONE OF THE
FOLLOWING ALONE OR IN COMBINATION SHALL BE DEEMED, IN AND OF ITSELF, TO
CONSTITUTE A MATERIAL ADVERSE EFFECT:
(I) CHANGES IN GENERAL NATIONAL OR
REGIONAL ECONOMIC CONDITIONS, OR (II) ANY SEC RULEMAKING REQUIRING ENHANCED
DISCLOSURE OF REVERSE MERGER TRANSACTIONS WITH A PUBLIC SHELL.
(B)
THE TERM "LEGAL REQUIREMENTS" MEANS ANY FEDERAL, STATE, LOCAL,
MUNICIPAL, FOREIGN OR OTHER LAW, STATUTE, CONSTITUTION, PRINCIPLE OF COMMON LAW,
RESOLUTION, ORDINANCE, CODE, EDICT, DECREE, RULE, REGULATION, RULING OR
REQUIREMENT ISSUED, ENACTED, ADOPTED, PROMULGATED, IMPLEMENTED OR OTHERWISE PUT
INTO EFFECT BY OR UNDER THE AUTHORITY OF ANY GOVERNMENTAL ENTITY;
(C)
THE TERM "PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION
(INCLUDING ANY NON-PROFIT CORPORATION), GENERAL PARTNERSHIP, LIMITED
PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP, JOINT VENTURE, ESTATE, TRUST,
COMPANY (INCLUDING ANY LIMITED LIABILITY COMPANY OR JOINT STOCK COMPANY), FIRM
OR OTHER ENTERPRISE, ASSOCIATION, ORGANIZATION, ENTITY OR GOVERNMENTAL ENTITY;
(D)
THE TERM "KNOWLEDGE" (INCLUDING ANY DERIVATION THEREOF SUCH AS
"KNOWN" OR "KNOWING") SHALL MEAN THE ACTUAL KNOWLEDGE OF PAUL CLAYTON, DONALD
BREEN, MICHAEL ANDREWS, MICHAEL FOX, BETH LOMBARD, RUSS TESTA, ANNE KIMBALL,
LUCRETIA COTTON AND KAREN KELLY.
(E)
THE TERM "LIEN" MEANS ANY MORTGAGE, PLEDGE, SECURITY INTEREST,
ENCUMBRANCE, LIEN, RESTRICTION OR CHARGE OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT OR LEASE IN
THE NATURE THEREOF, ANY SALE WITH RECOURSE AGAINST THE SELLER OR ANY AFFILIATE
OF THE SELLER, OR ANY AGREEMENT TO GIVE ANY SECURITY INTEREST);
(F)
THE TERM "AFFILIATE" MEANS, AS APPLIED TO ANY PERSON, ANY OTHER
PERSON DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER DIRECT OR
INDIRECT COMMON CONTROL WITH, SUCH PERSON.
FOR PURPOSES OF THIS DEFINITION,
"CONTROL" (INCLUDING WITH CORRELATIVE MEANINGS, THE TERMS "CONTROLLING,"
"CONTROLLED BY" AND