Paul Lipari
Telephone: (212) 418-9600
Facsimile No: (646) 349-1091
Email: 
With a copy to:
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Attention: Dennis D. Lamont
Telephone: (212) 906-1200
Facsimile:
(212) 751-4864
Email: 
If to an Additional Investor:
[
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[
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Attention:
[
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Telephone: [
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Facsimile No: [
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Email:
[
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18
With a copy to:
[
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[
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[
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Attention:
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Telephone: (
) [
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Facsimile:
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) [
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Email:
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If to any other Person who is then the registered Holder:
To the address of such Holder as it appears in the applicable register for the
Registrable Securities, or after delivery of a Questionnaire by such Holder, as
provided in such Questionnaire
or such other address as may be designated in writing hereafter, in the same
manner, by such Person.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER; PROVIDED, HOWEVER, THAT
NOTHING HEREIN SHALL BE DEEMED TO PERMIT ANY ASSIGNMENT, TRANSFER OR OTHER
DISPOSITION OF REGISTRABLE SECURITIES IN VIOLATION OF THE TERMS OF THE
ACQUISITION AGREEMENT OR THE CONVERTIBLE NOTE AGREEMENT.
THE COMPANY MAY NOT
ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES HERETO (OTHER THAN BY OPERATION OF MERGER).
(H)
EXECUTION AND COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
IN THE EVENT THAT ANY SIGNATURE IS DELIVERED BY FACSIMILE OR
ELECTRONIC MAIL TRANSMISSION, SUCH SIGNATURE SHALL CREATE A VALID BINDING
OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH SIGNATURE DELIVERED
BY FACSIMILE OR ELECTRONIC MAIL TRANSMISSION WERE THE ORIGINAL THEREOF.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF
LAWS OR CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD REQUIRE THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.
(J)
SUBMISSION TO JURISDICTION.
EACH OF THE PARTIES TO THIS
AGREEMENT IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR THE RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO