DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS
SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR
EXCHANGE COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT
STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26, 2006, AMONG THE COMPANY AND THE
STOCKHOLDERS PARTY THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY."
(B)
SUCCESSORS, ASSIGNS AND TRANSFEREES.
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER
SHALL BE ASSIGNED BY ANY PARTY, IN WHOLE OR IN PART (WHETHER BY OPERATION OF
LAW, STOCK SALE, MERGER, CONSOLIDATION OR OTHERWISE, EXCEPT IN THE CASE OF THE
COMPANY), WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES, AND ANY ATTEMPT TO
MAKE SUCH ASSIGNMENT WITHOUT SUCH WRITTEN CONSENT SHALL BE NULL AND VOID.
NOTWITHSTANDING THE FOREGOING, A PARTY MAY ASSIGN ITS RIGHTS, INTERESTS AND
OBLIGATIONS HEREUNDER TO A TRANSFEREE OF SHARES HEREUNDER WITHOUT OBTAINING THE
PRIOR WRITTEN CONSENT OF THE PARTIES SOLELY IN CONNECTION WITH TRANSFERS OF
SHARES MADE IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT AND, IN THE CASE
OF PARTIES OTHER THAN THE MANAGEMENT STOCKHOLDERS, OF THE MARQUEE STOCKHOLDERS
AGREEMENT.
EACH PRE-EXISTING MARQUEE INVESTOR AND FORMER LCE INVESTOR SHALL
REQUIRE THAT ANY OF ITS PERMITTED TRANSFEREES EXPRESSLY ASSUME AND AGREE IN
WRITING TO BE BOUND BY THIS AGREEMENT AND TO PERFORM SUCH INVESTOR'S OBLIGATIONS
UNDER THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT
24
SUCH INVESTOR WOULD HAVE BEEN REQUIRED TO PERFORM SUCH OBLIGATIONS HAD NO
SUCCESSION OR ASSIGNMENT TAKEN PLACE.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, HEIRS, LEGATEES, SUCCESSORS AND PERMITTED ASSIGNS AND SHALL
ALSO APPLY TO ANY RESTRICTED SHARES AND EMPLOYEE OPTIONS ACQUIRED BY ANY
MANAGEMENT STOCKHOLDER AFTER THE DATE HEREOF.
(C)
SPECIFIC PERFORMANCE, ETC.
EACH PARTY, IN
ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS PROVIDED HEREIN OR GRANTED BY
LAW, INCLUDING RECOVERY OF DAMAGES, SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF
EACH OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT.
EACH PARTY AGREES THAT
MONETARY DAMAGES WOULD NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY
REASON OF A BREACH BY ANY OF THEM OF THE PROVISIONS OF THIS AGREEMENT AND EACH
PARTY HEREBY AGREES TO WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE
THAT A REMEDY AT LAW WOULD BE ADEQUATE.
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW
OF CONFLICTS, OF THE STATE OF DELAWARE.
(E)
VOTING AGREEMENT.
PRIOR TO THE EARLIEST TO
OCCUR OF (I) THE FIVE YEAR ANNIVERSARY OF THE EFFECTIVE TIME, AND (II) THE
INITIAL PUBLIC OFFERING, AS TO ANY MATTER OR ACTION THAT