11(F) OF THE SECURITIES ACT) IN CONNECTION WITH SUCH SALE SHALL BE
ENTITLED TO INDEMNIFICATION OR CONTRIBUTION FROM ANY PERSON INVOLVED IN SUCH
SALE OF REGISTRABLE SECURITIES WHO IS NOT GUILTY OF FRAUDULENT
MISREPRESENTATION.
(B)
THE PARTIES HERETO AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF
CONTRIBUTION PURSUANT TO THIS SECTION 6.4 WERE DETERMINED BY PRO RATA ALLOCATION
OR BY ANY OTHER METHOD OF ALLOCATION WHICH DOES NOT TAKE ACCOUNT OF THE
EQUITABLE CONSIDERATIONS REFERRED TO IN SECTION 6.4(A). NO PERSON GUILTY OF
FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE
SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS NOT
GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
ARTICLE VII
COVENANTS
7.1
RULE 144. THE COMPANY COVENANTS THAT FROM AND AFTER THE DATE
HEREOF IT SHALL USE ITS REASONABLE BEST EFFORTS TO (A) FILE ANY REPORTS REQUIRED
TO BE FILED BY IT UNDER THE EXCHANGE ACT AND (B) TAKE SUCH FURTHER ACTION AS
EACH DESIGNATED HOLDER MAY REASONABLY REQUEST (INCLUDING PROVIDING ANY
INFORMATION NECESSARY TO COMPLY WITH RULE 144 UNDER THE SECURITIES ACT), ALL TO
THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH DESIGNATED HOLDER TO SELL
REGISTRABLE SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY (I) RULE 144 UNDER THE SECURITIES ACT,
AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME, OR REGULATION S UNDER THE
SECURITIES ACT OR (II) ANY SIMILAR RULES OR REGULATIONS HEREAFTER ADOPTED BY THE
SEC. THE COMPANY SHALL, UPON THE REQUEST OF ANY DESIGNATED HOLDER, DELIVER TO
SUCH DESIGNATED HOLDER A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED WITH
SUCH REQUIREMENTS.
7.2
LIMITATIONS ON REGISTRATION RIGHTS. NO PERSON SHALL, WITHOUT THE
PRIOR WRITTEN CONSENT OF A MAJORITY IN INTEREST, BE PERMITTED TO INCLUDE
SECURITIES OF THE COMPANY IN ANY REGISTRATION FILED UNDER ARTICLE III HERETO.
ARTICLE VIII
MISCELLANEOUS
8.1
RECAPITALIZATIONS, EXCHANGES, ETC. THE PROVISIONS OF THIS
AGREEMENT SHALL APPLY TO THE FULL EXTENT SET FORTH HEREIN WITH RESPECT TO
(I) THE SHARES OF COMMON STOCK AND THE COMMON STOCK
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EQUIVALENTS, (II) ANY AND ALL SHARES OF VOTING COMMON STOCK OF THE COMPANY INTO
WHICH THE SHARES OF COMMON STOCK OR COMMON STOCK EQUIVALENTS ARE CONVERTED,
EXCHANGED OR SUBSTITUTED IN ANY RECAPITALIZATION OR OTHER CAPITAL REORGANIZATION
BY THE COMPANY AND (III) ANY AND ALL EQUITY SECURITIES OF THE COMPANY OR ANY
SUCCESSOR OR ASSIGN OF THE COMPANY (WHETHER BY MERGER, CONSOLIDATION, SALE OF
ASSETS OR OTHERWISE) WHICH MAY BE ISSUED IN RESPECT OF, IN CONVERSION OF, IN
EXCHANGE FOR OR IN SUBSTITUTION OF, THE SHARES OF COMMON STOCK OR COMMON STOCK
EQUIVALENTS AND SHALL BE APPROPRIATELY ADJUSTED FOR ANY STOCK DIVIDENDS, SPLITS,
REVERSE SPLITS, COMBINATIONS, RECAPITALIZATIONS AND THE LIKE OCCURRING AFTER THE
DATE HEREOF. THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE ANY
SUCCESSOR OR ASSIGN (WHETHER BY MERGER, CONSOLIDATION, SALE OF ASSETS OR
OTHERWISE) TO ENTER INTO A NEW REGISTRATION RIGHTS AGREEMENT WITH THE DESIGNATED
HOLDERS ON TERMS SUBSTANTIALLY THE SAME AS THIS AGREEMENT