UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN,
WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE COMPANY WITH RESPECT TO
THE REGISTRABLE SECURITIES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERTAKINGS AMONG THE PARTIES WITH RESPECT TO SUCH REGISTRATION RIGHTS. NO
PARTY HERETO SHALL HAVE ANY RIGHTS, DUTIES OR OBLIGATIONS OTHER THAN THOSE
SPECIFICALLY SET FORTH IN THIS AGREEMENT. IN NO EVENT WILL SUCH METHODS OF
DISTRIBUTION TAKE THE FORM OF AN UNDERWRITTEN OFFERING OF THE REGISTRABLE
SECURITIES WITHOUT THE PRIOR AGREEMENT OF THE COMPANY.
(K)
TERMINATION. THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL TERMINATE UPON THE END OF THE EFFECTIVENESS PERIOD, EXCEPT FOR
ANY LIABILITIES OR OBLIGATIONS UNDER SECTION 4, 5 OR 6 HEREOF AND THE
OBLIGATIONS TO MAKE PAYMENTS OF AND PROVIDE FOR LIQUIDATED
20
DAMAGES UNDER SECTION 2(E) HEREOF TO THE EXTENT SUCH DAMAGES ACCRUE PRIOR TO THE
END OF THE EFFECTIVENESS PERIOD, EACH OF WHICH SHALL REMAIN IN EFFECT IN
ACCORDANCE WITH ITS TERMS.
[signature page follows]
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
AXCELIS TECHNOLOGIES, INC.
By
/s/ Mary G. Puma
Name:
Mary G. Puma
Title:
Chairman, CEO, and President
Confirmed and accepted as of
the date first above written:
QUANTUM PARTNERS LDC
By
/s/ Jay Schoenfarber
Name:
Jay Schoenfarber
Title:
Attorney-in-fact
[Registration Rights Agreement]