AND EDWARDS SHALL NO LONGER BE ENTITLED TO ISSUANCES OF ADDITIONAL
OPTIONS IN CONNECTION WITH FUTURE OFFERINGS OF THE COMPANY'S EQUITY SECURITIES.
THE TERM "RIGHTS OFFERING" AS USED HEREIN MEANS THE GRANT BY THE COMPANY TO ITS
2
STOCKHOLDERS OF THE RIGHT TO ACQUIRE UP TO 12,500,000 SHARES OF ITS COMMON
STOCK, AT AN OFFERING PRICE PER SHARE THAT WILL RESULT IN THE COMPANY REALIZING
AT LEAST $50,000,000 IN GROSS PROCEEDS FROM SUCH OFFERING AND THE ISSUANCE OF
SUCH COMMON STOCK PURSUANT THERETO IN ORDER TO FINANCE A PORTION OF
CONSIDERATION TO BE PAID IN CONNECTION WITH THE MERGER AND ANY TRANSACTIONS OR
OTHER ACTIONS TAKEN IN FURTHERANCE OR A RESULT THEREOF.
(E)
IN CONSIDERATION OF THE AGREEMENTS SET
FORTH IN THIS SECTION 1, EDWARDS AGREES TO EXECUTE THE GENERAL RELEASE ATTACHED
AS EXHIBIT A HERETO.
2.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS
AFFILIATES, SUCCESSORS AND ASSIGNS AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF EDWARDS AND HIS LEGAL REPRESENTATIVES AND ASSIGNS.
3.
MODIFICATION OR WAIVER.
NO AMENDMENT,
MODIFICATION OR WAIVER OF THIS AGREEMENT SHALL BE BINDING OR EFFECTIVE FOR ANY
PURPOSE UNLESS IT IS MADE IN A WRITING SIGNED BY THE PARTY AGAINST WHOM
ENFORCEMENT OF SUCH AMENDMENT, MODIFICATION OR WAIVER IS SOUGHT.
NO COURSE OF
DEALING BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BE DEEMED TO AFFECT OR TO
MODIFY, AMEND OR DISCHARGE ANY PROVISION OR TERM OF THIS AGREEMENT.
NO DELAY ON
THE PART OF THE COMPANY OR EDWARDS IN THE EXERCISE OF ANY OF THEIR RESPECTIVE
RIGHTS OR REMEDIES SHALL OPERATE AS A WAIVER THEREOF, AND NO SINGLE OR PARTIAL
EXERCISE BY THE COMPANY OR EDWARDS OF ANY SUCH RIGHT OR REMEDY SHALL PRECLUDE
OTHER OR FURTHER EXERCISES THEREOF.
A WAIVER OF RIGHT OR REMEDY ON ANY ONE
OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER OF ANY SUCH RIGHT OR
REMEDY ON ANY OTHER OCCASION.
4.
GOVERNING LAW.
ALL ISSUES AND
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF ILLINOIS OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
5.
SEVERABILITY.
WHENEVER POSSIBLE EACH
PROVISION AND TERM OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO
BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OR TERM OF
THIS AGREEMENT SHALL BE HELD TO BE PROHIBITED BY OR INVALID UNDER SUCH
APPLICABLE LAW, THEN SUCH PROVISION OR TERM SHALL BE INEFFECTIVE ONLY TO THE
EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING OR AFFECTING IN
ANY MANNER WHATSOEVER THE REMAINDER OF SUCH PROVISION OR TERM OR THE REMAINING
PROVISIONS OR TERMS OF THIS AGREEMENT.
6.
NO STRICT CONSTRUCTION.
THE LANGUAGE