MANAGING UNDERWRITER(S) THEREOF SHALL IMPOSE A LIMITATION ON THE
NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE INCLUDED IN THE REGISTRATION
STATEMENT BECAUSE, IN SUCH UNDERWRITER(S)' JUDGMENT, MARKETING OR OTHER FACTORS
DICTATE SUCH LIMITATION IS NECESSARY TO FACILITATE PUBLIC DISTRIBUTION, THEN THE
COMPANY SHALL BE OBLIGATED TO INCLUDE IN SUCH REGISTRATION STATEMENT ONLY SUCH
LIMITED PORTION OF THE REGISTRABLE SECURITIES WITH RESPECT TO WHICH SUCH
INVESTOR HAS REQUESTED INCLUSION HEREUNDER AS THE UNDERWRITER SHALL PERMIT;
PROVIDED, HOWEVER, THAT (I) THE COMPANY SHALL NOT EXCLUDE ANY REGISTRABLE
SECURITIES UNLESS THE COMPANY HAS FIRST EXCLUDED ALL OUTSTANDING SECURITIES, THE
HOLDERS OF WHICH ARE NOT CONTRACTUALLY ENTITLED TO INCLUSION OF SUCH SECURITIES
IN SUCH REGISTRATION STATEMENT OR ARE NOT CONTRACTUALLY ENTITLED TO PRO RATA
INCLUSION WITH THE REGISTRABLE SECURITIES AND (II) AFTER GIVING EFFECT TO THE
IMMEDIATELY PRECEDING PROVISO, ANY SUCH EXCLUSION OF REGISTRABLE SECURITIES
SHALL BE MADE PRO RATA AMONG THE INVESTORS SEEKING TO INCLUDE REGISTRABLE
SECURITIES AND THE HOLDERS OF OTHER SECURITIES HAVING THE CONTRACTUAL RIGHT TO
INCLUSION OF THEIR SECURITIES IN SUCH REGISTRATION STATEMENT BY REASON OF DEMAND
REGISTRATION RIGHTS, IN PROPORTION TO THE NUMBER OF REGISTRABLE SECURITIES OR
OTHER SECURITIES, AS APPLICABLE, SOUGHT TO BE INCLUDED BY EACH SUCH INVESTOR OR
OTHER HOLDER.
IF AN OFFERING IN CONNECTION WITH WHICH AN INVESTOR IS ENTITLED
TO REGISTRATION UNDER THIS SECTION 6.7 IS AN UNDERWRITTEN OFFERING, THEN EACH
INVESTOR WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION
STATEMENT SHALL, UNLESS
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OTHERWISE AGREED BY THE COMPANY, OFFER AND SELL SUCH REGISTRABLE SECURITIES IN
AN UNDERWRITTEN OFFERING USING THE SAME UNDERWRITER OR UNDERWRITERS AND, SUBJECT
TO THE PROVISIONS OF THIS AGREEMENT, ON THE SAME TERMS AND CONDITIONS AS OTHER
SHARES OF COMMON STOCK INCLUDED IN SUCH UNDERWRITTEN OFFERING AND SHALL ENTER
INTO AN UNDERWRITING AGREEMENT IN A FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY AND THE UNDERWRITER OR UNDERWRITERS. UPON THE EFFECTIVENESS THE
REGISTRATION STATEMENT FOR WHICH PIGGY-BACK REGISTRATION HAS BEEN PROVIDED IN
THIS SECTION 6.7, ANY EVENT PAYMENTS PAYABLE TO AN INVESTOR WHOSE SECURITIES ARE
INCLUDED IN SUCH REGISTRATION STATEMENT SHALL TERMINATE AND NO LONGER BE
PAYABLE.
ARTICLE VII
MISCELLANEOUS
7.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY THE COMPANY OR ANY
INVESTOR, BY WRITTEN NOTICE TO THE OTHER PARTIES, IF THE CLOSING HAS NOT BEEN
CONSUMMATED BY 5:00 P.M. (NEW YORK TIME) ON THE 20TH BUSINESS DAY FOLLOWING THE
DATE OF THIS AGREEMENT; PROVIDED THAT NO SUCH TERMINATION WILL AFFECT THE RIGHT
OF ANY PARTY TO SUE FOR ANY BREACH BY THE OTHER PARTY (OR PARTIES) AND OR THE
RIGHTS OF THE INVESTORS PURSUANT TO SECTIONS 6.3 AND 7.2 HEREOF.
7.2
FEES AND EXPENSES.
IN ADDITION TO ITS OBLIGATIONS PURSUANT TO SECTION 6.3
HEREOF, THE COMPANY SHALL PAY ALL EXPENSES AND ALL REASONABLE LEGAL FEES AND
EXPENSES AND DUE DILIGENCE COSTS INCURRED INCIDENT TO THE NEGOTIATION,
PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THE AGGREGATE AMOUNT OF THE LEGAL FEES AND EXPENSES, DUE DILIGENCE
COSTS, COSTS OF ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER EXPERTS,