SHALL BE REASONABLY ACCEPTABLE TO THE PRINCIPAL PARTICIPATING HOLDERS.
IN
CONNECTION WITH ANY REGISTRATION OF REGISTRABLE SECURITIES PURSUANT TO SECTIONS
6.1 AND 6.2 HEREOF, THE PRINCIPAL PARTICIPATING HOLDERS 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
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CONNECTION WITH SUCH REGISTRATION, THE REMAINING HOLDERS SHALL BE ENTITLED TO
SELECT ONE ADDITIONAL COUNSEL TO REPRESENT, AT SUCH HOLDERS' EXPENSE, ALL SUCH
REMAINING HOLDERS.
6.3.4.
HOLDER LOCK-UP.
IN CONNECTION WITH EACH UNDERWRITTEN PUBLIC OFFERING
EACH HOLDER AGREES TO BECOME BOUND BY AND TO EXECUTE AND DELIVER SUCH LOCK-UP
AGREEMENT WITH THE UNDERWRITER(S) OF SUCH PUBLIC OFFERING RESTRICTING SUCH
HOLDER'S RIGHT TO (A) TRANSFER, DIRECTLY OR INDIRECTLY, ANY SHARES OF COMMON
STOCK OR ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR SUCH
COMMON STOCK OR (B) ENTER INTO ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO
ANOTHER ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF COMMON STOCK, AS IS
ENTERED INTO BY THE PRINCIPAL PARTICIPATING HOLDERS WITH THE UNDERWRITER(S) OF
SUCH PUBLIC OFFERING (THE "PRINCIPAL LOCK-UP AGREEMENT"); PROVIDED, HOWEVER,
THAT NO HOLDER SHALL BE REQUIRED TO ENTER INTO A LOCK-UP AGREEMENT COVERING A
PERIOD OF GREATER THAN 90 DAYS (180 DAYS IN THE CASE OF THE INITIAL PUBLIC
OFFERING) FOLLOWING THE EFFECTIVENESS OF THE RELATED REGISTRATION STATEMENT.
NOTWITHSTANDING THE FOREGOING, SUCH LOCK-UP AGREEMENT SHALL NOT APPLY TO (I)
TRANSACTIONS RELATING TO SHARES OF COMMON STOCK OR OTHER SECURITIES ACQUIRED IN
OPEN MARKET TRANSACTIONS AFTER THE COMPLETION OF THE INITIAL PUBLIC OFFERING,
(II) TRANSFERS TO PERMITTED TRANSFEREES OF SUCH HOLDER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT, (III) CONVERSIONS OF SHARES OF STOCK INTO OTHER CLASSES
OF STOCK WITHOUT CHANGE OF HOLDER AND (IV) DURING THE PERIOD PRECEDING THE
EXECUTION OF THE UNDERWRITING AGREEMENT, TRANSFERS TO A CHARITABLE ORGANIZATION
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
6.3.5.
COMPANY LOCK-UP.
IF ANY REGISTRATION PURSUANT TO SECTION 6.1 OF THIS
AGREEMENT SHALL BE IN CONNECTION WITH AN UNDERWRITTEN PUBLIC OFFERING, THE
COMPANY AGREES NOT TO EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ANY COMMON STOCK
OF THE COMPANY (OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE
FOR COMMON STOCK) (IN EACH CASE, OTHER THAN AS PART OF SUCH UNDERWRITTEN PUBLIC
OFFERING AND OTHER THAN PURSUANT TO A REGISTRATION ON FORM S-4 OR S-8) FOR ITS
OWN ACCOUNT, WITHIN 90 DAYS (OR SUCH SHORTER PERIOD AS THE MANAGING UNDERWRITERS
MAY REQUIRE) AFTER, THE EFFECTIVE DATE OF SUCH REGISTRATION (EXCEPT AS PART OF
SUCH REGISTRATION).
6.3.6.
OTHER AGREEMENTS.
THE COMPANY COVENANTS AND AGREES THAT, SO LONG AS ANY
PERSON HOLDS ANY REGISTRABLE SECURITIES IN RESPECT OF WHICH ANY REGISTRATION
RIGHTS PROVIDED FOR IN SECTION 6.1 OF THIS AGREEMENT REMAIN IN EFFECT, THE
COMPANY WILL NOT, DIRECTLY OR INDIRECTLY, GRANT TO ANY PERSON OR AGREE TO OR
OTHERWISE BECOME OBLIGATED IN RESPECT OF (I) RIGHTS OF REGISTRATION IN THE
NATURE OR SUBSTANTIALLY IN THE NATURE OF