NON-BREACHING PARTY HERETO SHALL BE ENTITLED TO
SEEK PROTECTIVE ORDERS, INJUNCTIVE RELIEF AND OTHER REMEDIES AVAILABLE AT LAW OR
IN EQUITY (INCLUDING, WITHOUT LIMITATION, SEEKING SPECIFIC PERFORMANCE OR THE
RESCISSION OF PURCHASES, SALES AND OTHER TRANSFERS OF CAPITAL STOCK NOT MADE IN
STRICT COMPLIANCE WITH THIS AGREEMENT).
3
(E)
ARMS-LENGTH TRANSFERS.
NOTWITHSTANDING THE
FOREGOING, IN THE EVENT ANY TRANSFER STOCK OR ALL OR ANY PORTION OF THE TAYLOR
NOTE IS PROPOSED TO BE TRANSFERRED IN A TRANSACTION NOT NEGOTIATED ON A GOOD
FAITH, ARMS-LENGTH BASIS, THE COMPANY OR THE INVESTORS, AS THE CASE MAY BE, MAY
EXERCISE RIGHTS TO PURCHASE UNDER THIS SECTION 2 FOR THE PRICE PER SECURITY AT
WHICH TAYLOR ACQUIRED SUCH TRANSFER STOCK (AS ADJUSTED FOR STOCK DIVIDENDS,
COMBINATIONS, SPLITS, RECAPITALIZATIONS AND THE LIKE) OR TAYLOR NOTE (OR PORTION
THEREOF), AS APPLICABLE.
3.
Exempt Transfers.
(A)
NOTWITHSTANDING THE FOREGOING OR ANYTHING
TO THE CONTRARY HEREIN, THE PROVISIONS OF SECTION 2 SHALL NOT APPLY TO ANY
TRANSFER OF EQUITY SECURITIES BY TAYLOR TO: (I) ANY SPOUSE, PARENT, SIBLING OR
CHILD OF TAYLOR (EACH A "FAMILY MEMBER"); (II) ANY TRUST, THE SOLE BENEFICIARIES
OF WHICH ARE TAYLOR OR ONE OR MORE FAMILY MEMBERS; (III) ANY TRANSFEREE TAKING
FROM TAYLOR BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR PURSUANT TO ANY
SEPARATION OR DIVORCE AGREEMENT OR RELATED JUDICIAL ORDER; OR (IV) AN ENTITY IN
WHICH TAYLOR OWNS 100% OF THE VOTING AND EQUITY CAPITAL; PROVIDED, THAT PRIOR TO
MAKING, EFFECTING OR PERMITTING ANY SUCH TRANSFER, TAYLOR SHALL CAUSE THE
PROSPECTIVE TRANSFEREE TO MAKE SUCH REPRESENTATIONS AND WARRANTIES AND COMPLY
WITH SUCH COVENANTS AS MAY BE DEEMED REASONABLY NECESSARY BY THE COMPANY TO
COMPLY WITH APPLICABLE SECURITIES LAWS, AND TO AGREE, IN A FORM SATISFACTORY TO
THE COMPANY AND THE OTHER INVESTORS, TO BECOME A PARTY TO AND BE BOUND BY THE
APPLICABLE PROVISIONS OF THIS AGREEMENT AND TO AGREE THAT THE EQUITY SECURITIES
SO TRANSFERRED OR DISPOSED OF SHALL CONTINUE TO BE BOUND BY AND SUBJECT TO THE
APPLICABLE PROVISIONS OF THIS AGREEMENT TO THE SAME EXTENT AS TAYLOR.
IN
CONNECTION WITH ANY TRANSFER OF ANY TRANSFER STOCK OR ALL OR ANY PORTION OF THE
TAYLOR NOTE PURSUANT TO ANY SEPARATION OR DIVORCE AGREEMENT OR RELATED JUDICIAL
ORDER, TAYLOR AGREES TO USE HIS BEST EFFORTS TO CAUSE SUCH TRANSFER TO BE MADE
INTO A VOTING TRUST OR PURSUANT TO ALTERNATIVE ARRANGEMENTS UNDER WHICH EITHER
TAYLOR OR ONE OR MORE OTHER TRUSTEES OR OTHER INDIVIDUALS REASONABLY ACCEPTABLE
TO GCP SHALL RETAIN VOTING CONTROL OVER SUCH TRANSFER STOCK OR ANY CAPITAL STOCK
UNDERLYING THE CONVERSION RIGHTS OF SUCH TRANSFERRED PORTION OF THE TAYLOR NOTE.
(B)
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO
THE CONTRARY HEREIN, THE PROVISIONS OF SECTION 2 SHALL NOT APPLY TO THE SALE OF
ANY CAPITAL STOCK OF THE COMPANY TO THE PUBLIC IN AN OFFERING PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (A
"PUBLIC OFFERING").
4.
Legend.
(A)
EACH CERTIFICATE REPRESENTING SHARES OF
TAYLOR COMMON SHARES AND THE TAYLOR