This Letter Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, Company Securities and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of each Clay Family Holder. This Letter Agreement shall continue for the benefit of each Clay Family Holder and such heirs, personal representatives, executors and administrators after such Clay Family Holder has ceased to Beneficially Own Company Securities.