ONLY
AND ARE NOT TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
(K)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO CONFLICTS OF LAW PRINCIPLES.
(L)
SEPARABILITY.
IN CASE ANY PROVISION OF
THIS AGREEMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE
AFFECTED OR IMPAIRED THEREBY.
(M)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
OTHER DOCUMENTS DELIVERED PURSUANT HERETO AND THE STOCKHOLDERS AGREEMENT
CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT AMONG THE PARTIES
WITH REGARD TO THE SUBJECTS THERETO AND NO PARTY SHALL BE LIABLE OR BOUND TO ANY
OTHER IN ANY MANNER BY ANY REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND THEREIN.
(N)
NO INCONSISTENT AGREEMENTS.
THE RIGHTS
GRANTED TO THE HOLDERS OF REGISTRABLE SECURITIES HEREUNDER DO NOT IN ANY WAY
CONFLICT WITH AND ARE NOT INCONSISTENT WITH ANY OTHER AGREEMENTS TO WHICH THE
COMPANY IS A PARTY OR BY WHICH IT IS BOUND.
WITHOUT THE PRIOR WRITTEN CONSENT
OF POI ACQUISITION AND QDRF (IN EACH CASE, FOR SO LONG AS THEY HOLD REGISTRABLE
SECURITIES), NEITHER THE COMPANY NOR ANY HOLDER WILL, ON OR AFTER THE DATE OF
THIS AGREEMENT, ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES WHICH
CONFLICTS WITH THE PROVISIONS HEREOF, OTHER THAN ANY LOCK-UP AGREEMENT WITH THE
UNDERWRITERS IN CONNECTION WITH ANY REGISTERED OFFERING EFFECTED HEREUNDER,
PURSUANT TO WHICH THE COMPANY SHALL AGREE NOT TO REGISTER FOR SALE, AND THE
COMPANY SHALL AGREE NOT TO SELL OR OTHERWISE DISPOSE OF, COMMON SHARES OR ANY
SECURITIES CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR COMMON SHARES,
FOR A SPECIFIED PERIOD FOLLOWING THE REGISTERED OFFERING.
[Signature page follows]
17
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
PROTECTION ONE, INC.
By:
/s/ Eric Griffin
Name: Eric Griffin
Title: Vice President
POI ACQUISITION, L.L.C.
By:
/s/ David A. Tanner
Name: David A. Tanner
Title: Member
QUADRANGLE MASTER FUNDING LTD
By:
/s/ Michael Weinstock
Name: Michael Weinstock
Title: Member