AND EACH OF THE OTHER SHAREHOLDERS AGREES TO VOTE ITS
SHARES OF VOTING STOCK AND TO TAKE SUCH OTHER ACTIONS AS ARE NECESSARY, SO AS TO
REMOVE OR REPLACE EACH SUCH DESIGNEE, OR TO FILL ANY SUCH VACANCY, AS SO
SPECIFIED IN SUCH NOTICE (IF APPLICABLE), PROVIDED THE VACANCIES CREATED BY OR
OTHERWISE REFERRED TO IN ANY SUCH NOTICE SHALL BE FILLED, IF AT ALL, ONLY IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 8(A).
(C)
EACH MEMBER OF THE BOARD SHALL HAVE ONE VOTE ON ALL MATTERS BEFORE THE
BOARD; PROVIDED, HOWEVER, THE WP DESIGNEES THEN SERVING SHALL AT ALL TIMES HAVE,
IN THE AGGREGATE, THAT NUMBER OF VOTES EQUAL TO THE NUMBER OF WP DESIGNEE
POSITIONS AT SUCH TIME (I.E., A MAJORITY OF THE BOARD).
9.
Miscellaneous.
(A)
COMPANY RECORDS.
THE COMPANY SHALL NOT RECORD ON ITS BOOKS ANY TRANSFER
OF SHARES HELD BY THE SHAREHOLDERS WITHOUT FIRST ASCERTAINING COMPLIANCE WITH
ALL OF THE APPLICABLE PROVISIONS OF THIS AGREEMENT WITH RESPECT TO SUCH
TRANSFER.
(B)
ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS.
THIS AGREEMENT, THE
REGISTRATION RIGHTS AGREEMENT, THE MANAGEMENT RIGHTS AGREEMENT BETWEEN THE
COMPANY AND THE SERIES A SHAREHOLDER DATED ON OR ABOUT THE DATE HEREOF, THE
RESTRICTED STOCK AGREEMENTS, THE STOCK OPTION AGREEMENTS AND ANY OTHER
AGREEMENTS CONSTITUTING OR EVIDENCING CONVERTIBLE SECURITIES OR PROVIDING FOR
THE ISSUANCE THEREOF OR SUBSCRIPTION THEREFOR CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE COMPANY AND THE SECURITYHOLDERS CONCERNING THE SUBJECT MATTER HEREOF
(IT BEING UNDERSTOOD THAT TO THE EXTENT THAT THERE IS A CONFLICT BETWEEN THE
EXPRESS LANGUAGE OF ANY TERM SET FORTH IN THIS AGREEMENT AND THE EXPRESS
LANGUAGE OF ANY TERM IN A RESTRICTED STOCK AGREEMENT OR A STOCK OPTION
AGREEMENT, THIS AGREEMENT SHALL CONTROL).
ANY PREVIOUS AGREEMENT BETWEEN THE
COMPANY AND ANY OF THE SECURITYHOLDERS CONCERNING THE SUBJECT MATTER HEREOF IS
HEREBY TERMINATED AND SUPERSEDED BY THIS AGREEMENT.
THIS AGREEMENT MAY NOT BE
ASSIGNED BY ANY OF THE OTHER SHAREHOLDERS EXCEPT AS REQUIRED BY THIS AGREEMENT
IN CONNECTION WITH A PERMITTED TRANSFER OF SHARES OR AS CONSENTED TO BY THE
COMPANY AND THE WP PARTIES IN THEIR SOLE DISCRETION.
THE WP PARTIES MAY, BUT
SHALL NOT BE OBLIGATED TO, ASSIGN THEIR RIGHTS UNDER THIS AGREEMENT TO ANY
PERSON TO WHOM IT TRANSFERS SHARES.
SUBJECT TO THE FOREGOING, THE PROVISIONS
HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE SUCCESSORS,
PERMITTED ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE PARTIES HERETO.
ANY ATTEMPTED TRANSFER OF THIS AGREEMENT NOT IN COMPLIANCE WITH THE TERMS HEREOF
SHALL BE NULL AND VOID.
17
(C)
TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, (I) SECTIONS 3,
4, 7 AND 8 OF THIS AGREEMENT SHALL TERMINATE UPON THE CONSUMMATION OF A
QUALIFIED IPO, AND (II) SECTIONS
3, 4, 5, 6, 7 AND 8 OF THIS AGREEMENT SHALL
TERMINATE UPON A CHANGE OF CONTROL.
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT
GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION