be deemed to be a single "holder," and any pro rata
reduction pursuant to this Section 8.11 with respect to such holder shall be
based upon the aggregate amount of Shares carrying registration rights owned by
all entities and individuals included in such "holder," as defined in this
sentence.
8.12
Lock-up Provisions.
(A)
THE INVESTOR AND ANY OTHER HOLDER OF THE RIGHTS TO CAUSE THE
COMPANY TO REGISTER SECURITIES GRANTED UNDER THIS SECTION 8 HEREBY AGREE, IN
CONNECTION WITH THE IPO AND ANY SUBSEQUENT REGISTERED OFFERING OF THE COMPANY'S
SECURITIES (OTHER THAN A REGISTRATION OF SECURITIES IN A RULE 145 TRANSACTION OR
WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN), NOT TO SELL, MAKE ANY SHORT SALE OF,
TRANSFER, LOAN, PLEDGE OR OTHERWISE HYPOTHECATE OR ENCUMBER, GRANT ANY OPTION
FOR THE PURCHASE OF, PARTICIPATE IN A TRANSACTION WITH THE SAME ECONOMIC EFFECT
AS A SALE, OR OTHERWISE DISPOSE OF ANY SHARES OF THE COMPANY'S COMMON EQUITY
(EXCLUDING THOSE SECURITIES INCLUDED IN THE REGISTRATION BUT INCLUDING
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON EQUITY) WITHOUT THE PRIOR
WRITTEN CONSENT OF THE UNDERWRITER(S) MANAGING SUCH UNDERWRITTEN OFFERING OF THE
COMPANY'S SECURITIES, FOR A PERIOD OF TIME PRIOR TO AND AFTER THE IPO AND A
PERIOD OF TIME PRIOR TO AND AFTER SUCH OTHER REGISTERED OFFERING, AS MAY BE
REQUESTED BY SUCH MANAGING UNDERWRITER(S) (THE "LOCK-UP PERIOD"); PROVIDED THAT
IN EITHER CASE ALL EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY (AND ANY
"AFFILIATE" (AS DEFINED IN RULE 405 OF THE SECURITIES ACT) OF SUCH EXECUTIVE
OFFICERS AND DIRECTORS) ENTER INTO SIMILAR AGREEMENT.
(B)
ANY WAIVER OF THE INVESTOR OR OTHER HOLDER(S)' OBLIGATIONS UNDER
THIS SECTION 8.12 WILL BE MADE ON A PRO RATA BASIS.
(C)
EACH HOLDER SUBJECT TO SECTION 8.12(A) ABOVE HEREBY AGREES TO
EXECUTE AND DELIVER ANY AGREEMENTS AS MAY BE REASONABLY REQUESTED BY THE COMPANY
OR THE MANAGING UNDERWRITER, PROVIDED SUCH AGREEMENTS ARE CONSISTENT WITH THE
FOREGOING OR ARE NECESSARY TO GIVE FURTHER EFFECT THERETO.
9.
Miscellaneous.
9.1
Governing Law.
This Agreement shall be governed in all
respects by the laws of the State of Illinois without regard to choice of laws
or conflict of laws provisions thereof.
9.2
Transfers; Successors and Assigns.
26
(A)
PRIOR TO DECEMBER 31, 2009, THE INVESTOR SHALL NOT SELL, TRANSFER,
ASSIGN, PLEDGE OR OTHERWISE DISPOSE OF (WHETHER WITH OR WITHOUT CONSIDERATION
AND WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY OPERATION OF LAW, BUT EXCLUDING
BY WAY OF MERGER OR CONSOLIDATION) ANY INTEREST IN THE INVESTOR SHARES (A
"TRANSFER") WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, EXCEPT PURSUANT TO
THE PROVISIONS OF SECTIONS 6.2 AND 7 HEREOF; PROVIDED, THAT NOTWITHSTANDING THE
FOREGOING, THE INVESTOR MAY TRANSFER ANY OR ALL OF THE INVESTOR SHARES AT ANY
TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY TO (I) A CONTROLLED
AFFILIATE OR (II) A CONTROLLING AFFILIATE.
INVESTOR SHALL NOT DIRECTLY OR
INDIRECTLY SEEK TO AVOID THE PROVISIONS OF THIS SECTION 9.2(A) BY TRANSFERRING
OR ISSUING, OR PERMITTING THE TRANSFER OR ISSUANCE OF, ANY DIRECT OR INDIRECT
EQUITY