TO THE
SAME REGISTRABLE SECURITIES, THE COMPANY SHALL ACT UPON THE BASIS OF
INSTRUCTIONS, NOTICE OR ELECTION RECEIVED FROM THE REGISTERED OWNER OF SUCH
REGISTRABLE SECURITIES.
(B)
EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN,
ANY NOTICE OR OTHER COMMUNICATION OR DELIVERY REQUIRED OR PERMITTED HEREUNDER
SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY OR SENT BY CERTIFIED MAIL,
POSTAGE PREPAID, OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE AS
FOLLOWS, AND SHALL BE DEEMED GIVEN THREE DAYS FOLLOWING THE DATE OF MAILING, IN
THE CASE OF A NOTICE SENT BY CERTIFIED MAIL, OR, IN ALL OTHER CASES, WHEN
ACTUALLY RECEIVED.
If to the Company, to:
AirNet Systems, Inc.
3939 International Gateway
Columbus, Ohio
43219
Attention:
Joel Biggerstaff
President and Chief Executive Officer
If to the Investors, to:
Each Investor at the address provided in its executed Stock Purchase Agreement
III-12
The Company or any Investor may change the foregoing address by notice given
pursuant to this Section 10(b).
(C)
FAILURE OF ANY PARTY TO EXERCISE ANY RIGHT
OR REMEDY UNDER THIS EXHIBIT III OR OTHERWISE, OR DELAY BY A PARTY IN EXERCISING
SUCH RIGHT OR REMEDY, SHALL NOT OPERATE AS A WAIVER THEREOF.
(D)
THIS EXHIBIT III SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO
THE CONFLICT OF LAWS PROVISIONS THEREOF.
(E)
IF ANY TERM, PROVISION, COVENANT OR
RESTRICTION OF THIS EXHIBIT III IS HELD BY A COURT OF COMPETENT JURISDICTION TO
BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS,
PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND
THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO FIND AND EMPLOY AN
ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT
INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR
UNENFORCEABLE.
(F)
THE COMPANY SHALL NOT ENTER INTO ANY
AGREEMENT WITH RESPECT TO ITS SECURITIES THAT IS INCONSISTENT WITH THE RIGHTS
GRANTED TO THE HOLDERS OF REGISTRABLE SECURITIES IN THIS EXHIBIT III OR
OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF.
THE RESTRICTIONS ON THE
COMPANY'S RIGHTS TO GRANT REGISTRATION RIGHTS UNDER THIS PARAGRAPH SHALL
TERMINATE ON THE DATE ALL REGISTRABLE SECURITIES HAVE BEEN REGISTERED PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION.
(G)
THIS EXHIBIT III AND THE VARIOUS STOCK
PURCHASE AGREEMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN.
THIS EXHIBIT III AND SUCH STOCK PURCHASE AGREEMENTS SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERTAKINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
(H)
SUBJECT TO