ATTEND
SUCH MEETINGS AS AN INVITEE, WHO SHALL HAVE ALL OF THE PRIVILEGES AND BENEFITS
OF A DIRECTOR OF THE COMPANY (INCLUDING RECEIVING ALL MATERIALS PROVIDED TO THE
BOARD OF DIRECTORS), EXCEPT VOTING RIGHTS; PROVIDED, HOWEVER, (I) THAT SUCH
PERSON SHALL MAINTAIN THE CONFIDENTIALITY OF ALL FINANCIAL AND OTHER PROPRIETARY
INFORMATION DISCUSSED AT SUCH MEETINGS OR MADE KNOWN TO SUCH PERSON IN
CONNECTION WITH SUCH MEETINGS; AND (II) THAT THE COMPANY RESERVES THE RIGHT TO
WITHHOLD ANY INFORMATION AND TO EXCLUDE SUCH PERSON FROM ANY MEETING OR PORTION
THEREOF IF THE BOARD OF DIRECTORS BELIEVES, IN GOOD FAITH, THAT PROVIDING SUCH
INFORMATION OR ATTENDING SUCH MEETING OR PORTION THEREOF (A)
COULD ADVERSELY
AFFECT A MATERIAL BUSINESS RELATIONSHIP BETWEEN THE COMPANY AND ANY THIRD PARTY,
(B) WOULD POSE A CONFLICT OF INTEREST FOR THE PURCHASER, OR (C) COULD ADVERSELY
AFFECT THE ATTORNEY-CLIENT PRIVILEGE BETWEEN THE COMPANY AND ITS COUNSEL,
PROVIDED THAT IF ONLY A PORTION OF THE INFORMATION OR MEETING WOULD BE SUBJECT
TO THIS CLAUSE (II), THE OBSERVER SHALL RECEIVE ALL SUCH OTHER INFORMATION AND
BE ENTITLED TO ATTEND ALL REMAINING PORTIONS OF SUCH MEETING. NEITHER THE
PURCHASER OR ANY SUCH DESIGNEE, HOWEVER, SHALL HAVE ANY DUTIES, RESPONSIBILITIES
OR LIABILITIES AS A DIRECTOR OF THE COMPANY BY VIRTUE OF ATTENDANCE AT SUCH
MEETINGS OR THE FAILURE TO ATTEND THE SAME OTHER THAN THE DUTY TO MAINTAIN THE
CONFIDENTIALITY OF ANY MATERIAL NON-PUBLIC INFORMATION IT RECEIVES AT OR IN
CONNECTION WITH SUCH MEETING.
9.
LOCK UP PERIOD. DURING THE PERIOD
BEGINNING FROM THE DATE HEREOF AND CONTINUING TO AND INCLUDING THE DATE THAT IS
180 DAYS AFTER THE CLOSING DATE (THE "LOCK-
14
UP PERIOD"), THE PURCHASER AGREES TO NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL,
OFFER TO SELL, CONTRACT TO SELL, PLEDGE, GRANT ANY OPTION TO PURCHASE OR
OTHERWISE SELL OR DISPOSE OF THE NOTES, THE PRIMARY SHARES OR THE UNDERLYING
SHARES WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY; PROVIDED, HOWEVER, THAT
THE LOCK-UP PERIOD SHALL EXPIRE UPON THE COMPANY'S ENTRY INTO AN AGREEMENT THAT
WOULD RESULT IN A CHANGE IN CONTROL (AS DEFINED IN THE NOTE) OR THE TERMINATION
OF THE SERVICES AGREEMENT.
10.
INDEMNITY.
(A)
THE COMPANY AND OPERATING, JOINTLY AND
SEVERALLY, AGREE TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS THE PURCHASER
AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND ADVISORS (EACH, "PURCHASER INDEMNIFIED PARTY") FROM AND AGAINST, AND
SHALL PAY ON DEMAND, ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF
COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY PURCHASER
INDEMNIFIED PARTY BY A THIRD PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION
WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY
INVESTIGATION, LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN
CONNECTION THEREWITH) ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR
AGREEMENT OF THE COMPANY OR OPERATING UNDER THIS AGREEMENT.
(B)
THE PURCHASER AGREES TO INDEMNIFY, DEFEND
AND SAVE AND HOLD HARMLESS