AS EXHIBIT A
ATTACHED HERETO.
EACH OF THE COMPANY (AS SUCCESSOR BY MERGER TO GLDD), MDP AND
EACH OTHER INVESTOR PARTY THERETO AGREE THAT, EFFECTIVE AS OF THE EFFECTIVE
TIME, THE SUBSCRIPTION AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT ARE
TERMINATED IN THEIR ENTIRETY.
10.
TRANSFER OF RESTRICTED SECURITIES.
(A)
GENERAL PROVISIONS.
IN ADDITION TO ANY OTHER RESTRICTIONS ON
TRANSFER TO WHICH SUCH SHARES MAY BE SUBJECT, RESTRICTED SECURITIES ARE
TRANSFERABLE ONLY PURSUANT TO (I) PUBLIC OFFERINGS REGISTERED UNDER THE
SECURITIES ACT, (II) RULE 144 OR RULE 144A OF THE SECURITIES AND EXCHANGE
COMMISSION (OR ANY SIMILAR RULE OR RULES THEN IN FORCE) IF SUCH RULE IS
AVAILABLE AND (III) SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 10(B) BELOW,
ANY OTHER LEGALLY AVAILABLE MEANS OF TRANSFER.
(B)
OPINION DELIVERY.
IN CONNECTION WITH THE TRANSFER OF ANY
RESTRICTED SECURITIES (OTHER THAN A TRANSFER DESCRIBED IN SECTION 10(A)(I) OR
(II) ABOVE), UPON THE REQUEST OF
16
THE COMPANY, THE HOLDER THEREOF SHALL DELIVER WRITTEN NOTICE TO THE COMPANY
DESCRIBING IN REASONABLE DETAIL THE TRANSFER OR PROPOSED TRANSFER, TOGETHER WITH
AN OPINION OF KIRKLAND & ELLIS LLP OR OTHER COUNSEL WHICH (TO THE COMPANY'S
REASONABLE SATISFACTION) IS KNOWLEDGEABLE IN SECURITIES LAW MATTERS TO THE
EFFECT THAT SUCH TRANSFER OF RESTRICTED SECURITIES MAY BE EFFECTED WITHOUT
REGISTRATION OF SUCH RESTRICTED SECURITIES UNDER THE SECURITIES ACT.
IN
ADDITION, IF THE HOLDER OF THE RESTRICTED SECURITIES DELIVERS TO THE COMPANY AN
OPINION OF KIRKLAND & ELLIS LLP OR SUCH OTHER COUNSEL THAT NO SUBSEQUENT
TRANSFER OF SUCH RESTRICTED SECURITIES SHALL REQUIRE REGISTRATION UNDER THE
SECURITIES ACT, THE COMPANY SHALL PROMPTLY UPON SUCH CONTEMPLATED TRANSFER
DELIVER NEW CERTIFICATES FOR SUCH RESTRICTED SECURITIES WHICH DO NOT BEAR THE
SECURITIES ACT LEGEND SET FORTH IN SECTION 10(C).
IF THE COMPANY IS NOT
REQUIRED TO DELIVER NEW CERTIFICATES FOR SUCH RESTRICTED SECURITIES NOT BEARING
SUCH LEGEND, THE HOLDER THEREOF SHALL NOT TRANSFER THE SAME UNTIL THE
PROSPECTIVE TRANSFEREE HAS CONFIRMED TO THE COMPANY IN WRITING ITS AGREEMENT TO
BE BOUND BY THE CONDITIONS CONTAINED IN THIS SECTION 10.
(C)
LEGEND.
EACH CERTIFICATE OR INSTRUMENT REPRESENTING RESTRICTED
SECURITIES SHALL BE IMPRINTED WITH A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR
RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF
DECEMBER 20, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME.
A COPY OF SUCH
AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE
OF BUSINESS WITHOUT CHARGE."
(D)
LEGEND REMOVAL.
IF ANY RESTRICTED SECURITIES BECOME ELIGIBLE FOR
SALE PURSUANT TO RULE 144(K), THE COMPANY SHALL, UPON THE REQUEST OF THE HOLDER
OF SUCH RESTRICTED SECURITIES, REMOVE THE LEGEND SET FORTH IN SECTION 10(C) FROM
THE CERTIFICATES FOR SUCH RESTRICTED SECURITIES.
11.
APPOINTMENT OF REPRESENTATIVE.
EACH OTHER INVESTOR THAT HELD
SHARES OF CAPITAL STOCK OF GLDD (EACH, A "GLDD INVESTOR") HEREBY ACKNOWLEDGES
AND AGREES TO THE APPOINTMENT OF THE COMPANY REPRESENTATIVE (AND