AND DISTINCT.
IF ANY PROVISION OF THIS AGREEMENT
IS SO BROAD AS TO BE UNENFORCEABLE, SUCH PROVISION SHALL BE INTERPRETED TO BE
ONLY SO BROAD AS IS ENFORCEABLE.
IF ANY PROVISION OF THIS AGREEMENT IS DECLARED
INVALID OR UNENFORCEABLE FOR ANY REASON OTHER THAN OVERBREADTH, THE OFFENDING
PROVISION WILL BE MODIFIED SO AS TO MAINTAIN THE ESSENTIAL BENEFITS OF THE
BARGAIN AMONG THE PARTIES HERETO TO THE MAXIMUM EXTENT POSSIBLE, CONSISTENT WITH
LAW AND PUBLIC POLICY.
(E)
THIRD PARTIES. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER UPON ANY PERSON OR ENTITY, OTHER THAN THE PARTIES HERETO AND
THEIR PERMITTED SUCCESSORS AND ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY
REASON OF THIS AGREEMENT.
(F)
SUCCESSORS AND ASSIGNS. SUBJECT TO THE PROVISIONS OF SECTION
3(A), THE PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND SHALL
BE BINDING UPON, THE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES HERETO
INCLUDING, WITHOUT LIMITATION AND WITHOUT THE NEED FOR AN EXPRESS ASSIGNMENT,
SUBSEQUENT HOLDERS OF REGISTRABLE SECURITIES.
(G)
CAPTIONS. THE CAPTIONS TO SECTIONS OF THIS AGREEMENT HAVE BEEN
INSERTED FOR IDENTIFICATION AND REFERENCE PURPOSES ONLY AND SHALL NOT BE USED TO
CONSTRUE OR INTERPRET THIS AGREEMENT.
(H)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
(I)
COSTS AND ATTORNEYS' FEES. IN THE EVENT THAT ANY ACTION, SUIT OR
OTHER PROCEEDING IS INSTITUTED CONCERNING OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREUNDER, THE PREVAILING PARTY SHALL RECOVER ALL
OF SUCH PARTY'S COSTS AND ATTORNEYS' FEES INCURRED IN EACH SUCH ACTION, SUIT OR
OTHER PROCEEDING, INCLUDING ANY AND ALL APPEALS OR PETITIONS THEREFROM.
(J)
ADJUSTMENTS FOR STOCK SPLITS, ETC.. WHEREVER IN THIS AGREEMENT
THERE IS A REFERENCE TO A SPECIFIC NUMBER OF SHARES OF LBI COMMON STOCK, THEN,
UPON THE OCCURRENCE OF ANY SUBDIVISION, COMBINATION OR STOCK DIVIDEND OF SUCH
STOCK OCCURRING AFTER THE DATE OF THIS AGREEMENT, THE SPECIFIC NUMBER OF SHARES
SO REFERENCED IN THIS AGREEMENT SHALL AUTOMATICALLY BE PROPORTIONALLY ADJUSTED
TO REFLECT THE AFFECT ON THE OUTSTANDING SHARES OF SUCH STOCK BY SUCH
SUBDIVISION, COMBINATION OR STOCK DIVIDEND.
15
In Witness Whereof, the parties hereto have executed this Agreement as of the
date first above written.
LIBERTÉ INVESTORS INC.
By:
/s/ Donald J. Edwards
Name: Donald J. Edwards
Title:
Chief Executive Officer and President
/s/ Stephen J. Harrison
Stephen J. Harrison
/s/ Thomas M. Harrison
Thomas M. Harrison
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EXHIBIT A
Schedule of USAuto Holders
Stephen J. Harrison
3813 Green Hills Village Drive
Nashville, Tennessee 37215
Fax:
(615) 327-2266
Thomas M. Harrison
3813 Green Hills Village Drive
Nashville, Tennessee 37215
Fax:
(615) 327-2266
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