UNDER THE TERMS OF EACH OF
THE OLD AGREEMENTS.
BY THEIR EXECUTION OF THIS AGREEMENT, THE COMPANY AND THE
PARTIES HERETO WHO WERE PARTIES TO ANY OF THE OLD AGREEMENTS AGREE THAT THE
RIGHTS AND OBLIGATIONS SET FORTH IN EACH OF THE OLD AGREEMENTS ARE AUTOMATICALLY
TERMINATED AND OF NO FURTHER FORCE AND EFFECT AS OF THE DATE HEREOF.
13.8
FURTHER ASSURANCES.
THE PARTIES AGREE, FROM TIME TO TIME AND
WITHOUT FURTHER CONSIDERATION, TO EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND
TAKE SUCH FURTHER ACTIONS AS REASONABLY MAY BE REQUIRED TO IMPLEMENT AND
EFFECTUATE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
13.9
SUCCESSORS AND ASSIGNS; SHAREHOLDERS.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, THIS AGREEMENT WILL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND THE SHAREHOLDERS AND THE
INVESTOR AND ANY SUBSEQUENT HOLDER OF ORDINARY SHARES AND THE RESPECTIVE
SUCCESSORS AND ASSIGNS OF EACH OF THEM, SO LONG AS THEY HOLD SUCH SHARES.
NONE
OF THE PROVISIONS HEREOF SHALL CREATE, OR BE CONSTRUED OR DEEMED TO CREATE, ANY
RIGHT TO EMPLOYMENT IN FAVOR OF ANY PERSON BY THE COMPANY.
THIS AGREEMENT IS
NOT INTENDED TO CREATE ANY THIRD PARTY BENEFICIARIES.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, ANY HOLDER OF ORDINARY SHARES MAY BECOME PARTY
TO THIS AGREEMENT IN SUCH CAPACITY BY EXECUTING AND DELIVERING A COUNTERPART
SIGNATURE PAGE TO THIS AGREEMENT AND IF ACCEPTED BY THE COMPANY AND THE INVESTOR
THROUGH DELIVERY OF THEIR RESPECTIVE SIGNATURE PAGES TO SUCH HOLDER, NO FURTHER
ACTION OR CONSENT SHALL BE REQUIRED BY ANY SHAREHOLDER.
ANY PERSON SO ADDED TO
THIS AGREEMENT SHALL BE LISTED ON SCHEDULE A HERETO AND SHALL THEREAFTER BE
DEEMED TO BE A SHAREHOLDER FOR ALL PURPOSES OF THIS AGREEMENT.
FOR THE PURPOSES
OF CLARITY, IT IS UNDERSTOOD AND AGREED THAT THE TERM "SHAREHOLDER" AS USED
HEREIN, DOES NOT INCLUDE OR REFER TO THE INVESTOR.
13.10
ATTORNEY FEES.
IN THE EVENT THAT ANY DISPUTE AMONG THE PARTIES TO
THIS AGREEMENT SHOULD RESULT IN LITIGATION, THE PREVAILING PARTY IN SUCH DISPUTE
SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ALL FEES, COSTS AND EXPENSES
OF ENFORCING ANY RIGHT OF SUCH PREVAILING PARTY UNDER OR WITH RESPECT TO THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, SUCH REASONABLE FEES AND EXPENSES OF
ATTORNEYS AND ACCOUNTANTS, WHICH SHALL INCLUDE, WITHOUT LIMITATION, ALL FEES,
COSTS AND EXPENSES OF APPEALS.
13.11
"MARKET STAND-OFF" AGREEMENT. EXCEPT AS OTHERWISE CONTEMPLATED BY OR
PERMITTED IN THIS AGREEMENT AND EXCEPT FOR TRANSFERS TO AFFILIATES, THE INVESTOR
AGREES THAT FROM THE DATE HEREOF UNTIL THE DATE WHICH IS 365 DAYS AFTER THE
EFFECTIVE DATE OF A REGISTRATION STATEMENT WHICH IS ACTUALLY UTILIZED IN
CONJUNCTION WITH A QUALIFIED IPO (THE "STAND-OFF PERIOD"), IT SHALL NOT SELL OR
OTHERWISE TRANSFER OR DISPOSE OF ANY ORDINARY SHARES OF THE COMPANY HELD BY THE
INVESTOR.
FURTHER, EXCEPT AS OTHERWISE CONTEMPLATED BY OR PERMITTED IN THIS
AGREEMENT, THE
21
INVESTOR AGREES THAT DURING THE STAND-OFF PERIOD, THE INVESTOR WILL NOT PURCHASE
OR OTHERWISE ACQUIRE ADDITIONAL ORDINARY SHARES.