AS A GROUP, OR THEIR RIGHTS OR OBLIGATIONS HEREUNDER RELATIVE TO THE
PRINCIPAL INVESTORS.
AT ANY TIME HEREAFTER, PERSONS ACQUIRING SHARES IN
COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT MAY BE MADE PARTIES HERETO BY
EXECUTING A SIGNATURE PAGE IN THE FORM ATTACHED AS EXHIBIT A HERETO, WHICH
SIGNATURE PAGE SHALL BE COUNTERSIGNED BY THE COMPANY AND SHALL BE ATTACHED TO
THIS AGREEMENT AND BECOME A PART HEREOF WITHOUT ANY FURTHER ACTION OF ANY OTHER
PARTY HERETO.
EXCEPT AS OTHERWISE PROVIDED HEREIN, IN THE EVENT THAT (A) THE
COMPANY OR ANY SUCCESSOR OR ASSIGN CONSOLIDATES WITH OR MERGES INTO ANY OTHER
PERSON AND SHALL NOT BE THE CONTINUING OR SURVIVING CORPORATION OR ENTITY IN
SUCH CONSOLIDATION OR MERGER, (B) THE COMPANY OR ANY SUCCESSOR OR ASSIGN
TRANSFERS ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES AND ASSETS TO ANY PERSON,
OR (C) A SALE OF THE COMPANY IS CONSUMMATED PURSUANT TO SECTION 3 AND THE
INVESTORS RECEIVE NON-PUBLICLY TRADED EQUITY SECURITIES IN CONNECTION WITH SUCH
TRANSACTION, THEN IN THE CASE OF EITHER (A) OR (B), PROPER PROVISION SHALL BE
MADE AND ALL INVESTORS SHALL EXECUTE SUCH DOCUMENTS AND AGREEMENTS AS REASONABLY
REQUESTED BY THE PRINCIPAL INVESTORS SO THAT THIS AGREEMENT SHALL BE GIVEN FULL
FORCE AND EFFECT WITH RESPECT TO SUCH SURVIVING CORPORATION OR ENTITY OR SUCH
PERSON THAT ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE PROPERTIES AND ASSETS OF
THE COMPANY OR ANY SUCCESSOR OR ASSIGN (ANY SUCH SURVIVING CORPORATION, ENTITY
OR PERSON, A "SUCCESSOR ENTITY"), AS THE CASE MAY BE, AND THE RIGHTS AND
OBLIGATIONS OF EACH PARTY HERETO SHALL CONTINUE IN FULL FORCE AND EFFECT SUCH
THAT EACH PARTY SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
APPLICABLE SUCCESSOR ENTITY AND ITS SECURITIES AS IT HAS WITH RESPECT TO THE
COMPANY AND THE SHARES, AND IN THE CASE OF (C) PROPER PROVISION SHALL BE MADE
AND ALL INVESTORS SHALL EXECUTE SUCH DOCUMENTS AND AGREEMENT AS REASONABLY
REQUESTED BY THE PRINCIPAL INVESTORS SO THAT THE PROVISIONS OF SECTION 2,
SECTION 3 AND SECTION 4 SHALL SURVIVE (AS MAY BE AMENDED AS REASONABLY
DETERMINED BY THE PRINCIPAL INVESTORS) WITH RESPECT TO SUCH NON-PUBLICLY TRADED
EQUITY SECURITIES.
(L)
TAX WITHHOLDING.
THE COMPANY SHALL BE
ENTITLED TO REQUIRE PAYMENT IN CASH OR DEDUCTION FROM OTHER COMPENSATION PAYABLE
TO ANY INVESTOR OF ANY SUMS REQUIRED BY FEDERAL, STATE OR LOCAL TAX LAW TO BE
WITHHELD WITH RESPECT TO THE ISSUANCE, VESTING, EXERCISE, REPURCHASE OR
CANCELLATION OF ANY SHARES.
(M)
INTEGRATION.
THIS AGREEMENT, THE MANAGEMENT
STOCKHOLDERS AGREEMENT, THE REGULATORY SIDELETTER AND ANY SIDE LETTERS BY ANY
INVESTOR OR GROUP OF INVESTORS, ON THE ONE HAND, AND THE COMPANY, ON THE OTHER
HAND, REGARDING BOARD OBSERVER AND OTHER MANAGEMENT RIGHTS, CONSTITUTE THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO.
45
(N)
FURTHER ASSURANCES.
IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, EACH INVESTOR SHALL EXECUTE
AND DELIVER ANY ADDITIONAL DOCUMENTS AND INSTRUMENTS AND PERFORM ANY