Remedies for Violation of Conflict of Interest Requirements Bylaws

If a director of the corporation, or any family member of such director, or any corporation, partnership, association, trust or other entity in which such director, or family member of such director serves as a director, partner or trustee, or has a financial interest, enters into any contract or transaction with the corporation without complying with the requirements described above, the Board of Directors may, at its sole discretion:

(a) Void the contract or transaction in its entirety and recover from such director any damages and expenses suffered or incurred by the corporation as a result of the contract or transaction; or

(b) Modify the price and terms of the contract or transaction so that the corporation receives a price and terms comparable to what the corporation would receive in an arm's-length negotiation.