SHALL FAIL AT ANY TIME TO
VOTE, OR ACT BY WRITTEN CONSENT WITH RESPECT TO, ANY SHARES HELD OF RECORD OR
BENEFICIALLY OWNED BY SUCH OTHER AMC INVESTOR OR AS TO WHICH SUCH OTHER AMC
INVESTOR HAS VOTING CONTROL, AS AGREED BY SUCH OTHER AMC INVESTOR IN THIS
AGREEMENT, SUCH OTHER AMC INVESTOR HEREBY IRREVOCABLY GRANTS TO AND APPOINTS
EACH REMAINING PRINCIPAL INVESTOR SUCH INVESTOR'S PROXY AND ATTORNEY-IN-FACT
(WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH
OTHER AMC INVESTOR, TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO SUCH
SHARES AND TO GRANT A CONSENT, PROXY OR APPROVAL IN RESPECT OF SUCH SHARES, IN
EACH CASE IN SUCH MANNER AND TO THE EXTENT AS IS NECESSARY OR DESIRABLE TO VOTE
SUCH SHARES AS AGREED TO BY SUCH OTHER AMC INVESTOR IN THIS AGREEMENT, INCLUDING
SECTION 2.2 AND SECTION 4(A); EACH OTHER AMC INVESTOR HEREBY AFFIRMS THAT THE
IRREVOCABLE PROXY SET FORTH IN THIS SECTION 4(B) WILL BE VALID FOR THE TERM OF
THIS AGREEMENT AND IS GIVEN TO SECURE THE PERFORMANCE OF THE OBLIGATIONS OF SUCH
OTHER AMC INVESTOR UNDER THIS AGREEMENT; EACH SUCH OTHER AMC INVESTOR HEREBY
FURTHER AFFIRMS THAT EACH PROXY HEREBY
GRANTED SHALL, FOR THE TERM OF THIS AGREEMENT, BE IRREVOCABLE AND SHALL BE
DEEMED COUPLED WITH AN INTEREST; AND
(C)
IF SUCH MATTER OR ACTION HAS BEEN APPROVED BY THE REQUISITE
STOCKHOLDER MAJORITY (AS DEFINED IN THE STOCKHOLDERS AGREEMENT), EACH
STOCKHOLDER AGREES TO TAKE ANY AND ALL ACTIONS AS ARE REASONABLY NECESSARY TO
EFFECT SUCH APPROVED MATTER OR ACTION, UNLESS SUCH MATTER OR ACTION WOULD ALSO
REQUIRE THE APPROVAL OF SUCH STOCKHOLDER UNDER THIS AGREEMENT, THE STOCKHOLDERS
AGREEMENT OR THE COMPANY CHARTER AND SUCH APPROVAL HAS NOT BEEN GRANTED.
5.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE UPON THE EARLIEST TO
OCCUR OF ANY ONE OF THE FOLLOWING EVENTS: (A) THE LIQUIDATION, DISSOLUTION OR
INDEFINITE CESSATION OF THE BUSINESS OPERATIONS OF THE COMPANY; (B) THE
EXECUTION BY THE COMPANY OF A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
THE APPOINTMENT OF A RECEIVER OR TRUSTEE TO TAKE POSSESSION OF THE PROPERTY AND
ASSETS OF THE COMPANY; (C) UNANIMOUS WRITTEN CONSENT OF THE PRINCIPAL INVESTORS,
(D) THE DATE OF THE CONSUMMATION OF AN INITIAL PUBLIC OFFERING; AND (E) THE DATE
ON WHICH THE PRINCIPAL INVESTORS NO LONGER SATISFY THE CONDITIONS NECESSARY TO
DESIGNATE AT LEAST ONE CLASS A-1 DIRECTOR TO THE BOARD PURSUANT TO THE COMPANY
CHARTER AS IN EFFECT AT THE EFFECTIVE TIME.
6.
DEFINITIONS.
6.1
AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE FOLLOWING
MEANINGS:
"Agreement" has the meaning set forth in the preamble.
"Apollo Designee" has the meaning set forth in Section 2.2(b).
"Apollo Fund V" has the meaning set forth in the preamble.
"Apollo German Partners" has the meaning set forth in the preamble.
"Apollo Investors" has the meaning set forth in the preamble.
"Apollo Netherlands V(A)" has the meaning set forth in the preamble.
"Apollo Netherlands V(B)" has the meaning set forth