AND ASSIGNEES OF A
PARTNERSHIP WHO ARE PARTNERS OR RETIRED PARTNERS OF SUCH PARTNERSHIP (INCLUDING
SPOUSES AND ANCESTORS, LINEAL DESCENDANTS AND SIBLINGS OF SUCH PARTNERS OR
SPOUSES WHO ACQUIRE REGISTRABLE SECURITIES BY GIFT, WILL OR INTESTATE
SUCCESSION) SHALL BE AGGREGATED TOGETHER AND WITH THE PARTNERSHIP; PROVIDED THAT
ALL ASSIGNEES AND TRANSFEREES WHO WOULD NOT QUALIFY INDIVIDUALLY FOR ASSIGNMENT
OF REGISTRATION RIGHTS SHALL HAVE A SINGLE ATTORNEY-IN-FACT FOR THE PURPOSE OF
EXERCISING ANY RIGHTS, RECEIVING NOTICES OR TAKING ANY ACTION UNDER THIS
SECTION 1.
1.11.
"MARKET STAND-OFF" AGREEMENT.
EACH HOLDER AND EACH
RESTRICTED PERSON HEREBY AGREES THAT, IF REQUESTED IN WRITING, DURING THE PERIOD
OF TIME SPECIFIED BY AN UNDERWRITER OF COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY, FOLLOWING THE DATE OF THE INITIAL SALE TO THE PUBLIC PURSUANT TO A
REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE ACT, IT SHALL NOT, TO THE
EXTENT REQUESTED BY SUCH UNDERWRITER, DIRECTLY OR INDIRECTLY SELL, OFFER TO
SELL, CONTRACT TO SELL (INCLUDING, WITHOUT LIMITATION, ANY SHORT SALE), GRANT
ANY OPTION TO PURCHASE OR OTHERWISE TRANSFER OR DISPOSE OF (OTHER THAN TO DONEES
OF HOLDERS WHO AGREE TO BE SIMILARLY BOUND) ANY SECURITIES OF THE COMPANY HELD
BY IT AT ANY TIME DURING SUCH PERIOD EXCEPT COMMON STOCK INCLUDED IN SUCH
REGISTRATION (INCLUDING, WITHOUT LIMITATION, PURSUANT TO THIS SECTION 1);
PROVIDED, THAT (I) ALL EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY ENTER
INTO SIMILAR AGREEMENTS AND (II) SUCH MARKET STAND-OFF TIME PERIOD SHALL NOT
EXCEED 180 DAYS.
In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of each Investor (and
the shares or securities of every other person subject to the foregoing
restriction) until the end of such period.
1.12.
TERMINATION OF REGISTRATION RIGHTS.
THE OBLIGATIONS OF THE
COMPANY TO REGISTER SHARES OF REGISTRABLE SECURITIES, AND THE OBLIGATIONS OF
EACH HOLDER AND EACH RESTRICTED PERSON, UNDER SECTION 1 SHALL TERMINATE ON THE
THIRD ANNIVERSARY OF THE DATE OF THIS AGREEMENT.
2.
MISCELLANEOUS
2.1.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
TERMS AND CONDITIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES (INCLUDING
TRANSFEREES OF ANY SHARES OF REGISTRABLE SECURITIES).
NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN
THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS,
REMEDIES, OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
THE COMPANY SHALL AMEND
SCHEDULE A AS NECESSARY (WHICH AMENDMENTS SHALL NOT REQUIRE THE CONSENT OF THE
HOLDERS OF REGISTRABLE SECURITIES IN ACCORDANCE WITH SECTION 2.7) TO INCLUDE ANY
SUCCESSOR OR ASSIGN OF AN INVESTOR OR ANY SUCCESSOR OR PERMITTED ASSIGN OF A
RESTRICTED PERSON UPON THE EXECUTION BY SUCH SUCCESSOR OR ASSIGN OF AN
INSTRUMENT OF ACCESSION, IN THE FORM OF SCHEDULE B HERETO.
2.2.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF