TRANSFERRED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED, AND
(II) ANY CERTIFICATE OR ACCOUNT STATEMENT REPRESENTING THE SHARES SHALL BEAR A
LEGEND SUBSTANTIALLY IN THE FOLLOWING FORM:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933.
THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES OR AN OPINION OF THE
COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED.
(D)
MR. HOADLEY ACKNOWLEDGES AND AGREES THAT HE IS RESPONSIBLE FOR ALL
INCOME TAX OBLIGATIONS AND/OR LIABILITY CREATED UNDER STATE AND FEDERAL TAX LAWS
BY VIRTUE OF THE VESTING OF THE SHARES AND AGREES TO INDEMNIFY THE COMPANY FOR
ANY TAX LIABILITY THAT MAY BE IMPOSED ON IT BY VIRTUE OF SUCH TRANSACTIONS.
2.
MISCELLANEOUS PROVISIONS.
(A)
AMENDMENT, MODIFICATION AND SEVERABILITY.
THIS AGREEMENT MAY NOT
BE AMENDED OR MODIFIED OR WAIVED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE
PARTY AGAINST WHOM ENFORCEMENT OF SUCH AMENDMENT, MODIFICATION OR WAIVER IS
SOUGHT.
(B)
NOTICES.
ALL NOTICES, REQUESTS OR OTHER COMMUNICATIONS REQUIRED
OR PERMITTED HEREUNDER SHALL BE GIVEN IN WRITING AND DELIVERED BY HAND,
OVERNIGHT DELIVERY SERVICE OR CERTIFIED MAIL AND SHALL BE DEEMED TO HAVE BEEN
DELIVERED ON THE DATE OF RECEIPT, TO THE ADDRESSES SET FORTH BELOW:
The Company:
TravelCenters of America LLC
24601 Center Ridge Road, Suite 200
Westlake, OH
44145-5639
Attn:
Chief Financial Officer
Mr. Hoadley:
John R. Hoadley
8 Judith Drive
North Reading, MA 01864
(C)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND
DISCUSSIONS, WHETHER ORAL OR WRITTEN, EXCEPT FOR THE TERMINATION AGREEMENT
REFERENCED ABOVE.
(D)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND PERMITTED ASSIGNS, BUT THIS AGREEMENT SHALL NOT
BE ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES AND ANY ASSIGNMENT MADE ABSENT SUCH CONSENT SHALL BE VOID
AB INITIO.
THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN AND AMONG THE PARTIES
HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.
TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO THE EXCLUSIVE
JURISDICTION OF THE
2
STATE COURTS OF, AND THE FEDERAL COURTS LOCATED IN, THE COMMONWEALTH OF
MASSACHUSETTS TO RESOLVE ANY AND ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE
ENFORCEMENT OF THIS AGREEMENT.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT AND OTHER
DOCUMENTS REFERRED TO HEREIN WHICH FORM A PART HEREOF, EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN