MEMBER OF THE ENGAGED GROUP
AGREES THAT IT WILL CAUSE ITS AFFILIATES AND ASSOCIATES TO COMPLY WITH THE TERMS
OF THIS AGREEMENT.
AS USED IN THIS AGREEMENT, THE TERMS "AFFILIATE" AND
"ASSOCIATE" SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN RULE 12B-2
PROMULGATED BY THE SEC UNDER THE EXCHANGE ACT AND SHALL INCLUDE ALL PERSONS THAT
AT ANY TIME DURING THE RESTRICTED PERIOD BECOME AFFILIATES OR ASSOCIATES OF ANY
PERSON REFERRED TO IN THIS AGREEMENT.
THE OBLIGATIONS OF THE MEMBERS OF THE
ENGAGED GROUP WILL BE JOINT AND SEVERAL AMONG SUCH MEMBERS.
EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY COUNSEL OF ITS CHOICE
THROUGHOUT ALL NEGOTIATIONS THAT HAVE PRECEDED THE EXECUTION OF THIS AGREEMENT,
AND THAT IT HAS EXECUTED THE SAME WITH THE ADVICE OF SAID INDEPENDENT COUNSEL.
EACH PARTY AND ITS COUNSEL COOPERATED AND PARTICIPATED IN THE DRAFTING AND
PREPARATION OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN, AND ANY AND
ALL DRAFTS RELATING THERETO EXCHANGED AMONG THE PARTIES SHALL BE DEEMED THE WORK
PRODUCT OF ALL OF THE PARTIES AND MAY NOT BE CONSTRUED AGAINST ANY PARTY BY
REASON OF ITS DRAFTING OR PREPARATION.
ACCORDINGLY, ANY RULE OF LAW OR ANY
LEGAL DECISION THAT WOULD REQUIRE INTERPRETATION OF ANY AMBIGUITIES IN THIS
AGREEMENT AGAINST ANY PARTY THAT DRAFTED OR PREPARED IT IS OF NO APPLICATION AND
IS HEREBY EXPRESSLY WAIVED BY EACH OF THE PARTIES HERETO, AND ANY CONTROVERSY
OVER INTERPRETATIONS OF THIS AGREEMENT SHALL BE DECIDED WITHOUT REGARD TO EVENTS
OF DRAFTING OR PREPARATION.
THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
THE TERM "INCLUDING" SHALL BE DEEMED TO MEAN
"INCLUDING WITHOUT LIMITATION" IN ALL INSTANCES.
13.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME
EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND
DELIVERED TO THE OTHER PARTIES (INCLUDING BY MEANS OF ELECTRONIC DELIVERY).
14.
ENTIRE AGREEMENT; AMENDMENT AND WAIVER; SUCCESSORS AND ASSIGNS; THIRD-PARTY
BENEFICIARIES.
THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES
HERETO WITH RESPECT TO ITS SUBJECT MATTER.
THERE ARE NO RESTRICTIONS,
AGREEMENTS, PROMISES, REPRESENTATIONS, WARRANTIES, COVENANTS OR UNDERTAKINGS
BETWEEN THE PARTIES OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
NO
MODIFICATIONS OF THIS AGREEMENT CAN BE MADE EXCEPT IN WRITING SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF EACH OF THE COMPANY AND ENGAGED.
NO FAILURE ON THE
PART OF ANY PARTY TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT, POWER OR
REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF SUCH RIGHT, POWER OR REMEDY BY SUCH PARTY PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
REMEDY.
ALL REMEDIES HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
OTHER REMEDIES PROVIDED BY LAW.
THE TERMS AND CONDITIONS OF THIS AGREEMENT
SHALL BE BINDING UPON,