SELL, ANY
VOTING SHARES IN A PRIVATE RESALE TRANSACTION OR MAKE A GIFT OF ANY VOTING
SHARES UNLESS THE RECIPIENT OF SUCH SHARES AGREES TO BE BOUND BY THIS AGREEMENT
IN THE SAME MANNER THE SHAREHOLDER IS BOUND HERETO INCLUDING WITHOUT LIMITATION
THE PROVISIONS OF SECTIONS 6, 8 AND 12 OF THIS AGREEMENT;
8.11
DISCLOSE PUBLICLY OR PRIVATELY, IN A MANNER THAT
COULD REASONABLY BE EXPECTED TO BECOME PUBLIC, ANY INTENTION, PLAN OR
ARRANGEMENT INCONSISTENT WITH THE FOREGOING; OR
8.12
TAKE ANY ACTION CHALLENGING THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT.
9.
RELEASE.
FOR GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH
OF THE SHAREHOLDER AND THE HUGHES PARTIES, ACTING FOR ITSELF AND ITS RESPECTIVE
HEIRS, SUCCESSORS, ASSIGNS, PARENT CORPORATIONS, SUBSIDIARIES AND AFFILIATES,
AND EACH OF THEM (THE "RELEASING PARTIES"), DOES HEREBY RELEASE AND FOREVER
DISCHARGE THE SHAREHOLDER, THE HUGHES PARTIES, THE COMPANY, ITS SUBSIDIARIES
AND, AS APPLICABLE, EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS, CONSULTANTS, AFFILIATES, SUCCESSORS AND ASSIGNS (THE
"RELEASEES"), FROM AND IN RESPECT OF ANY AND ALL CLAIMS AND CAUSES OF ACTION,
WHETHER BASED ON ANY FEDERAL, STATE OR FOREIGN LAW OR RIGHT OF ACTION, DIRECT,
INDIRECT OR REPRESENTATIVE IN NATURE, FORESEEN OR UNFORESEEN, MATURED OR
UNMATURED, KNOWN OR UNKNOWN, WHICH ALL OR ANY OF THE RELEASING PARTIES HAD OR
MAY HAVE AGAINST THE RELEASEES, OR ANY OF THEM, OF ANY KIND, NATURE OR TYPE
WHATSOEVER, ARISING FROM OR RELATED TO THE MEETING DEMAND, THE INSPECTION
DEMAND, AND THE CIVIL ACTION, BUT NOT OTHERWISE, UP TO THE DATE OF THIS
AGREEMENT, EXCEPT THAT THE FOREGOING RELEASE DOES NOT RELEASE ANY RIGHTS AND
DUTIES UNDER THIS AGREEMENT OR ANY CLAIMS THE RELEASING PARTIES MAY HAVE FOR THE
BREACH OF ANY PROVISIONS OF THIS AGREEMENT.
THE RELEASE PROVIDED FOR HEREIN IS
BINDING, UNCONDITIONAL, AND FINAL.
10.
REPRESENTATIONS AND WARRANTIES OF THE
SHAREHOLDER.
THE SHAREHOLDER REPRESENTS AND WARRANTS TO THE COMPANY THAT (A) IT
BENEFICIALLY OWNS THE NUMBER OF VOTING SHARES AS SET FORTH IN RECITAL A, AND
DOES NOT OWN, OR HAVE THE RIGHT TO ACQUIRE, ANY ECONOMIC OR VOTING RIGHTS WITH
RESPECT TO THE COMPANY'S SECURITIES EXCEPT WITH RESPECT TO THE VOTING SHARES OF
THE SHAREHOLDER AND THE PROXIES; (B) IT HAS ALL REQUISITE POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT; (C) THIS AGREEMENT CONSTITUTES A
VALID AND BINDING OBLIGATION OF THE SHAREHOLDER, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS; AND (D) NO CONSENT, APPROVAL, WAIVER, AUTHORIZATION OR FILING, WHICH
HAS NOT ALREADY BEEN OBTAINED OR IS OTHERWISE CONTEMPLATED BY THIS AGREEMENT, IS
NECESSARY FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE SHAREHOLDER OF THIS
AGREEMENT.
5
11.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE HUGHES PARTIES.
THE COMPANY AND THE HUGHES PARTIES SEVERALLY
HEREBY REPRESENT AND WARRANT TO THE SHAREHOLDER THAT (A) THE HUGHES PARTIES
BENEFICIALLY OWN AN AGGREGATE OF 3,187,623 VOTING SHARES, AND DO NOT OWN, OR
HAVE THE RIGHT TO ACQUIRE, ANY ECONOMIC OR VOTING RIGHTS WITH RESPECT TO THE
COMPANY'S SECURITIES EXCEPT