contained herein and any terms or provisions of the Stockholders' Agreement, the
applicable terms and provisions of the Stockholders' Agreement will govern and
prevail except with respect to Section 5(b) hereof.
Notwithstanding the above,
Section 4.1 of the Stockholders' Agreement ("Tag-Along") shall not apply to
Unvested Restricted Shares.
21.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.
ANY
ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT
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IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF,
COURTS SITUATED IN NEW YORK COUNTY, NEW YORK.
EACH PARTY HEREBY WAIVES THE
RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION
OF ANY SUCH ACTION.
22.
JURY TRIAL WAIVER.
THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY
RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
23.
Headings.
The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
24.
Signature in Counterparts.
This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
The parties hereto
confirm that any facsimile copy of another party's executed counterpart of this
Agreement (or its signature page thereof) will be deemed to be an executed
original thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
WARNER MUSIC GROUP CORP.
/s/ Edgar Bronfman, Jr.
By:
Title:
/s/ Richard Blackstone
RICHARD BLACKSTONE
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