Exchange Act if it then is permitted to do so pursuant to the Exchange
Act and the rules and regulations thereunder.
7.
Selection of Counsel.
In connection with any registration of Registrable
Securities pursuant to Section 2 or 3 hereof, the Holders of a majority of the
Registrable Securities covered by any such registration may select one counsel
to represent all Holders of Registrable Securities covered by such registration;
provided, however, that in the event that the counsel selected as provided above
is also acting as counsel to the Company in connection with such registration,
the remaining Holders shall be entitled to select one additional counsel to
represent all such remaining Holders.
8.
MISCELLANEOUS.
(A)
HOLDBACK AGREEMENT.
IF ANY REGISTRATION SHALL BE IN CONNECTION WITH AN
UNDERWRITTEN PUBLIC OFFERING (INCLUDING THE IPO), EACH HOLDER OF REGISTRABLE
SECURITIES AGREES NOT TO EFFECT ANY PUBLIC SALE OR DISTRIBUTION, INCLUDING ANY
SALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, OF ANY EQUITY SECURITIES OF
THE COMPANY, OR OF ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE
FOR ANY EQUITY SECURITY OF THE COMPANY (IN EACH CASE, OTHER THAN AS PART OF SUCH
UNDERWRITTEN PUBLIC OFFERING), WITHIN SEVEN DAYS BEFORE, OR SUCH PERIOD NOT TO
EXCEED 90 DAYS (OR 180 DAYS IN THE CASE OF AN IPO) AS THE UNDERWRITING AGREEMENT
MAY REQUIRE (OR SUCH LESSER PERIOD AS THE MANAGING UNDERWRITERS MAY PERMIT)
AFTER, THE EFFECTIVE DATE OF SUCH REGISTRATION, AND THE COMPANY HEREBY ALSO SO
AGREES AND AGREES TO CAUSE EACH OTHER HOLDER OF ANY EQUITY SECURITY, OR OF ANY
SECURITY CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY EQUITY
SECURITY, OF THE COMPANY PURCHASED FROM THE COMPANY (AT ANY TIME OTHER THAN IN A
PUBLIC OFFERING) TO SO AGREE.
13
(B)
AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY BE AMENDED AND THE COMPANY MAY
TAKE ANY ACTION HEREIN PROHIBITED, OR OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO
BE PERFORMED BY IT, ONLY IF THE COMPANY SHALL HAVE OBTAINED THE WRITTEN CONSENT
TO SUCH AMENDMENT, ACTION OR OMISSION TO ACT, OF ALL THE INVESTOR STOCKHOLDERS
AND EACH OTHER HOLDER OF REGISTRABLE SECURITIES TO WHOM AN INVESTOR STOCKHOLDER
TRANSFERS REGISTRABLE SECURITIES SO LONG AS SUCH OTHER HOLDER OWNS AT LEAST 10%
OF THE TOTAL OUTSTANDING SHARES OF COMMON STOCK.
EACH HOLDER OF ANY REGISTRABLE
SECURITIES AT THE TIME OR THEREAFTER OUTSTANDING SHALL BE BOUND BY ANY CONSENT
AUTHORIZED BY THIS SECTION 8(B), WHETHER OR NOT SUCH REGISTRABLE SECURITIES
SHALL HAVE BEEN MARKED TO INDICATE SUCH CONSENT.
(C)
SUCCESSORS, ASSIGNS AND TRANSFEREES.
THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
IN ADDITION, AND WHETHER OR NOT ANY EXPRESS ASSIGNMENT
SHALL HAVE BEEN MADE, THE PROVISIONS OF THIS AGREEMENT WHICH ARE FOR THE BENEFIT
OF THE PARTIES HERETO OTHER THAN THE COMPANY SHALL ALSO BE FOR THE BENEFIT OF
AND ENFORCEABLE BY ANY SUBSEQUENT HOLDER OF ANY REGISTRABLE SECURITIES, SUBJECT
TO THE PROVISIONS CONTAINED HEREIN.
WITHOUT LIMITATION TO THE FOREGOING,