SUCH
INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST WITH RESPECT TO SUCH CLAIM,
PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF SUCH CLAIM WITH COUNSEL
REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY.
IF SUCH DEFENSE IS ASSUMED,
THE INDEMNIFYING PARTY SHALL NOT BE SUBJECT TO ANY LIABILITY FOR ANY SETTLEMENT
MADE BY THE INDEMNIFIED PARTY WITHOUT ITS CONSENT (BUT SUCH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD).
AN INDEMNIFYING PARTY WHO IS NOT ENTITLED TO, OR ELECTS
NOT TO, ASSUME THE DEFENSE OF A CLAIM SHALL NOT BE OBLIGATED TO PAY THE FEES AND
EXPENSES OF MORE THAN ONE COUNSEL FOR ALL PARTIES INDEMNIFIED BY SUCH
INDEMNIFYING PARTY WITH RESPECT TO SUCH CLAIM, UNLESS IN THE REASONABLE JUDGMENT
OF ANY INDEMNIFIED PARTY A
15
CONFLICT OF INTEREST MAY EXIST BETWEEN SUCH INDEMNIFIED PARTY AND ANY OTHER OF
SUCH INDEMNIFIED PARTIES WITH RESPECT TO SUCH CLAIM.
(D)
THE INDEMNIFICATION PROVIDED FOR UNDER THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF
THE INDEMNIFIED PARTY OR ANY OFFICER, DIRECTOR OR CONTROLLING PERSON OF SUCH
INDEMNIFIED PARTY AND SHALL SURVIVE THE TRANSFER OF SECURITIES.
THE COMPANY
ALSO AGREES TO MAKE SUCH PROVISIONS, AS ARE REASONABLY REQUESTED BY ANY
INDEMNIFIED PARTY, FOR CONTRIBUTION TO SUCH PARTY IN THE EVENT THE COMPANY'S
INDEMNIFICATION IS UNAVAILABLE FOR ANY REASON.
8.
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS; HOLDBACK.
NO PERSON
MAY PARTICIPATE IN ANY REGISTRATION HEREUNDER WHICH IS UNDERWRITTEN UNLESS SUCH
PERSON (I) AGREES TO SELL SUCH PERSON'S SECURITIES ON THE BASIS PROVIDED IN ANY
UNDERWRITING ARRANGEMENTS APPROVED BY THE PERSON OR PERSONS ENTITLED HEREUNDER
TO APPROVE SUCH ARRANGEMENTS AND (II) COMPLETES AND EXECUTES ALL QUESTIONNAIRES,
POWERS OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS
REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING ARRANGEMENTS, IN EACH CASE
PURSUANT TO THIS CLAUSE (II) THAT ARE IN CUSTOMARY FORM.
EACH HOLDER OF
REGISTRABLE SECURITIES AGREES NOT TO EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF
ANY REGISTRABLE SECURITIES OR OTHER EQUITY SECURITIES OF THE COMPANY, OR ANY
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY OF THE
COMPANY'S EQUITY SECURITIES, (X) DURING THE SEVEN DAYS PRIOR TO AND THE 90 DAYS
AFTER THE EFFECTIVENESS OF ANY UNDERWRITTEN PUBLIC OFFERING, EXCEPT AS PART OF
SUCH UNDERWRITTEN PUBLIC OFFERING OR IF OTHERWISE PERMITTED BY THE COMPANY, AND
(Y) DURING THE 90 DAYS AFTER THE EFFECTIVE TIME.
EACH OF THE ALDABRA
SHAREHOLDERS AGREES THAT THE RESTRICTIONS ON TRANSFER IN THIS SECTION 8 ARE IN
ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RESTRICTIONS ON TRANSFER THAT SUCH
ALDABRA SHAREHOLDER MAY HAVE AGREED TO WITH RESPECT TO ITS SHARES OF COMMON
STOCK AND WARRANTS EXERCISABLE FOR SHARES OF COMMON STOCK.
9.
MANAGEMENT EQUITY ARRANGEMENTS; SUBSCRIPTION AGREEMENT.
EACH
OTHER INVESTOR THAT IS PARTY TO THE MANAGEMENT EQUITY AGREEMENT, THE COMPANY (AS
SUCCESSOR BY MERGER TO GLDD) AND MDCP HEREBY AGREE THAT, EFFECTIVE AS OF THE
EFFECTIVE TIME, BY ITS EXECUTION AND DELIVERY HEREOF, THE MANAGEMENT EQUITY
AGREEMENT IS HEREBY AMENDED AND RESTATED IN THE FORM SET FORTH