AND
ALL COMPANY COMMON STOCK OWNED BY THE UNDERSIGNED, INCLUDING WITHOUT LIMITATION,
THE REPURCHASED SHARES;
(B)
ARM'S LENGTH NEGOTIATIONS.
THIS AGREEMENT
AND THE TERMS AND CONDITIONS HEREOF ARE THE RESULT OF ARM'S LENGTH NEGOTIATIONS
WITH THE COMPANY AND THE PER SHARE PRICE REFLECTED IN THE TOTAL CONSIDERATION
MAY BE MORE, LESS OR EQUAL TO THE PREVAILING MARKET PRICE OF THE COMPANY COMMON
STOCK AT THE TIME OF THE REPURCHASE.
THE SELLER ACKNOWLEDGES THAT THE COMPANY
HAS MADE
3
NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 OF
THIS AGREEMENT;
(C)
INFORMATION.
THE SELLER HEREBY
ACKNOWLEDGES THAT IT HAS BEEN AFFORDED (I) THE OPPORTUNITY TO ASK SUCH QUESTIONS
AS THE SELLER HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE INFORMATION AND (II) ACCESS TO INFORMATION ABOUT THE COMPANY
AND ITS FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES,
MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THE SELLER ACKNOWLEDGES THAT IT HAS RECEIVED
AND REVIEWED A COPY OF THE ASSET PURCHASE AGREEMENT AND HAS RECEIVED AND
REVIEWED SUCH OTHER INFORMATION AND DOCUMENTS (INCLUDING THE INFORMATION AND THE
INFORMATION STATEMENT) AS IT HAS DEEMED NECESSARY; AND
(D)
RELEASE.
BY THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND ACCEPTANCE OF THE AMOUNTS PAYABLE IN RESPECT OF THE
REPURCHASED SHARES UNDER THIS AGREEMENT, THE SELLER (THE "RELEASOR"), ON BEHALF
OF ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, HEREBY
RELEASES, ACQUITS AND FOREVER DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE COMPANY, ANY SUBSIDIARY OR PARENT COMPANY OF THE COMPANY AND ANY
SUCCESSOR TO THE COMPANY (NOW OR HEREAFTER EXISTING) AND EACH OF THEIR
RESPECTIVE PAST, PRESENT OR FUTURE OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS,
PARTNERS, MEMBERS, AFFILIATES, EMPLOYEES, COUNSEL AND AGENTS (EACH A "RELEASEE")
OF, FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS,
DAMAGES, JUDGMENTS, DEBTS, DUES AND SUITS OF EVERY KIND, NATURE AND DESCRIPTION
WHATSOEVER, INCLUDING WITH RESPECT TO THE REPURCHASED SHARES (COLLECTIVELY
"CLAIMS"), WHICH SUCH RELEASOR OR ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS
OR ASSIGNS EVER HAD, NOW HAS OR MAY HAVE AGAINST ANY RELEASEE ON OR BY REASON OF
ANY MATTER, CAUSE OR THING WHATSOEVER.
THE RELEASOR AGREES NOT TO, AND AGREES
TO CAUSE ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES NOT TO, ASSERT ANY CLAIM,
DIRECTLY OR INDIRECTLY, AGAINST THE RELEASEES.
NOTWITHSTANDING THE FOREGOING,
EACH RELEASOR AND ITS RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS RETAIN, AND DO NOT RELEASE, THEIR RIGHTS AND INTERESTS UNDER THE TERMS
OF THIS AGREEMENT OR UNDER THE TERMS OF THE ASSET PURCHASE AGREEMENT SOLELY TO
THE EXTENT OF THE RELEASOR'S RIGHT TO RECEIVE THAT PORTION OF ANY AMOUNTS THAT
MAY HEREAFTER BECOME PAYABLE OUT OF THE ESCROW ESTABLISHED THEREUNDER (OTHER
THAN WITH RESPECT TO ANY CLAIMS RELATED TO THE ISSUANCE, REGISTRATION OR
REPURCHASE OF THE REPURCHASED SHARES).
6.
APPLICABLE LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY