UNDER SECTION 4.6(A), THIS AGREEMENT MAY BE TERMINATED
ONLY BY THE UNANIMOUS AGREEMENT OF THE COMPANY AND ALL THEN-CURRENT
STOCKHOLDERS, PROVIDED THAT THE PROVISIONS OF SECTION 1.3 AND ARTICLE II (OTHER
THAN SECTIONS 2.1(A) AND 2.6) SHALL AUTOMATICALLY TERMINATE IMMEDIATELY UPON THE
CONSUMMATION OF AN IPO THAT COMPLIES WITH SECTION 2.1(C).
NOTHING IN THIS
AGREEMENT SHALL RELIEVE ANY PARTY FROM ANY LIABILITY FOR THE BREACH OF ANY
OBLIGATIONS SET FORTH IN THIS AGREEMENT.
4.2
CONFIDENTIALITY.
EACH PARTY HERETO AGREES TO, AND SHALL CAUSE ITS
REPRESENTATIVES TO, KEEP CONFIDENTIAL AND NOT DIVULGE ANY INFORMATION, AND TO
USE, AND CAUSE ITS REPRESENTATIVES TO USE, SUCH INFORMATION ONLY IN CONNECTION
WITH THE OPERATION OF THE COMPANY AND ITS SUBSIDIARIES.
NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT SHALL PREVENT ANY PARTY HERETO FROM
DISCLOSING SUCH INFORMATION (A) UPON THE ORDER OF ANY COURT OR ADMINISTRATIVE
AGENCY, (B) UPON THE REQUEST OR DEMAND OF ANY REGULATORY AGENCY OR AUTHORITY
HAVING JURISDICTION OVER SUCH PARTY, (C) TO THE EXTENT COMPELLED BY LEGAL
PROCESS OR REQUIRED OR REQUESTED PURSUANT TO SUBPOENA, INTERROGATORIES OR OTHER
DISCOVERY REQUESTS, (D) TO THE EXTENT NECESSARY IN CONNECTION WITH THE EXERCISE
OF ANY REMEDY HEREUNDER, (E) TO OTHER STOCKHOLDERS, (F) TO SUCH PARTY'S
REPRESENTATIVES THAT IN THE REASONABLE JUDGMENT OF SUCH PARTY NEED TO KNOW SUCH
INFORMATION OR (G) TO A PROPOSED TRANSFEREE IN CONNECTION WITH A PROPOSED
TRANSFER OF EQUITY SECURITIES FROM SUCH STOCKHOLDER, SUBJECT TO THE EXECUTION BY
THE PROPOSED TRANSFEREE OF A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM
ATTACHED AS ANNEX C HERETO OR OTHERWISE IN FORM REASONABLY SATISFACTORY TO THE
COMPANY; PROVIDED, HOWEVER, THAT NO INFORMATION MAY BE MADE AVAILABLE TO ANY
PROPOSED TRANSFEREE THAT IS A MATERIAL CUSTOMER, SUPPLIER OR COMPETITOR OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES; AND PROVIDED FURTHER THAT, IN THE CASE OF
CLAUSE (A), (B) OR (C), SUCH PARTY SHALL NOTIFY THE OTHER PARTIES HERETO OF THE
PROPOSED DISCLOSURE AS FAR IN ADVANCE OF SUCH DISCLOSURE AS PRACTICABLE AND USE
REASONABLE EFFORTS TO ENSURE THAT ANY INFORMATION SO DISCLOSED IS ACCORDED
CONFIDENTIAL TREATMENT, WHEN AND IF AVAILABLE.
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4.3
RESTRICTIONS ON OTHER AGREEMENTS; CONFLICTS WITH ORGANIZATIONAL
DOCUMENTS.
(A)
FOLLOWING THE DATE HEREOF, NO STOCKHOLDER SHALL ENTER INTO OR
AGREE TO BE BOUND BY ANY STOCKHOLDER AGREEMENTS OR ARRANGEMENTS OF ANY KIND WITH
ANY PERSON WITH RESPECT TO ANY THE VOTING OF EQUITY SECURITIES, EXCEPT THE
REGISTRATION RIGHTS AGREEMENT OR AS OTHERWISE EXPRESSLY PERMITTED HEREUNDER.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
PROVISIONS OF THE CERTIFICATE OF INCORPORATION SHALL BE CONTROLLING IF ANY SUCH
PROVISIONS OR THE OPERATION THEREOF CONFLICT WITH THE PROVISIONS OF THIS
AGREEMENT.
EACH OF THE PARTIES COVENANTS AND AGREES TO VOTE OR CAUSE TO BE
VOTED THEIR VOTING SECURITIES, AND TO TAKE ANY OTHER ACTION REASONABLY REQUESTED
BY THE COMPANY OR ANY STOCKHOLDER, TO AMEND THIS AGREEMENT SO AS TO AVOID ANY
CONFLICT WITH THE PROVISIONS HEREOF.
(C)
THE PROVISIONS OF THIS AGREEMENT SHALL BE CONTROLLING IF ANY SUCH
PROVISIONS OR THE OPERATION THEREOF CONFLICT