Common use of Entirety and Modification Clause in Contracts

Entirety and Modification. This Agreement, together with the organizational documents of the Company, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements regarding such matters. This Agreement may be modified, supplemented or amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by written consent of the Company, the Common Stockholders owning at least a majority of the shares of Common Stock held by the Common Stockholders and a Preferred Supermajority; provided, however, Sections 2(a)(ii) and 2(a)(iii) hereof shall not be amended as to the nomination and election to the Board of a director without the prior written approval of the shareholders entitled to designate the director in the case of NGP, Westway, Bunge and West Central and, in the case of the USBG Group, approved by the members of the USBG Group holding a majority of the shares of Series A Preferred Stock held by members of the USBG Group.