Common use of Additional Registration Clause in Contracts

Additional Registration. To the extent that the number of ------------------------ Shares included in the Registration Statement shall not be sufficient cover the additional Common Shares issuable upon exercise of the Reset Option, the Company will prepare and, within 90 days after exercise by Purchaser of the Reset Option (the "Additional Filing Date"), file with the Commission an additional registration statement on Form SB-2 (or such other form as may be available) (the "Additional Registration Statement") with respect to such Common Shares and such additional shares of Common Stock issuable to other Selling Stockholders who have exercised their reset option pursuant to similar subscription agreements (the "Additional Shares") and to effect registration (including the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of all of such shares by Purchaser and such other Selling Stockholders from time to time during the period provided for in Section 13(b) on the over-the-counter market, in other permitted public sales or in privately negotiated transactions, and, for purposes of Sections 13(b), 13(c) and 13(d) of this Agreement, the term "Registration Statement" shall mean the Additional Registration Statement and the term "Shares" shall mean the Additional Shares; provided, however, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Additional Registration. To In the extent event that Xceed has not filed a Registration Statement relating to the number shares of ------------------------ Shares Xceed Stock owned by the Stockholders or has filed a Registration Statement including less than all of the shares of Xceed Stock within the six (6) month period following the Closing, Xceed shall, within thirty (30) days thereafter, file a Registration Statement with the Commission under the Securities Act covering the shares of Xceed Stock owned by the Stockholders which have not been previously included in a Registration Statement and shall use its best efforts to: (i) respond timely to all comments received from the Commission on the Registration Statement shall not and/or any documents incorporated by reference therein; (ii) cause such Registration Statement and any filings incorporated therein to be sufficient cover declared effective as promptly as practicable; and (iii) cause such Registration Statement to remain effective until the additional Common Shares issuable upon exercise earlier of the Reset Option, the Company will prepare and, within 90 days after exercise by Purchaser second anniversary of the Reset Option (effective date thereof and the "Additional Filing Date"), file with date on which all of the Commission an additional registration statement on Form SB-2 (or such other form as may be available) (the "Additional Registration Statement") with respect to such Common Shares and such additional shares of Common Xceed Stock issuable owned by the Stockholders have been sold. Xceed shall use its best efforts to other Selling Stockholders who have exercised their reset option pursuant to similar subscription agreements (the "Additional Shares") and to effect registration (including the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued qualify under the Securities ActAct for use of Form S-3 or any comparable or successor form. In the event that, at any time after any such Registration Statement is declared effective, Xceed determines that (i) as would permit or facilitate the sale and distribution of all Xceed Stock pursuant to such registration statement would require disclosure of information which in Xceed's judgment cannot be disclosed at that time without material disruption of a material corporate development or transaction or without other material adverse consequences to Xceed; or (ii) Xceed is unable to comply with the requirements of the Commission relating to such registration, the Stockholders shall, upon receipt of written notice of such shares by Purchaser and determination, suspend sale of the Xceed Stock being sold pursuant to such other Selling Stockholders from time to time during the registration statement for a period provided for in Section 13(b) beginning on the over-the-counter marketdate of receipt of such notice and expiring on the date upon which such information is disclosed to the public or ceases to be material or Xceed is able to comply with the applicable Commission requirements, as the case may be, and in other permitted public sales or in privately negotiated transactions, and, for purposes either case as evidenced by a notice from Xceed to the Stockholder to that effect certified as true by the an officer of Sections 13(bXceed (a "Suspension Notice"), 13(c) and 13(d) of this Agreement, the term "Registration Statement" shall mean the Additional Registration Statement and the term "Shares" shall mean the Additional Shares; provided, further, however, that such deferral shall in no event be for a period exceeding ninety (90) days from the Company shall date Xceed makes such determination and such Deferral Notice may not be obligated given more than once in any twelve-month period. Absent receipt of a Suspension Notice, the Stockholders shall be free to take sell the Xceed Stock at any action to effect time after any such registrationregistration statement is declared effective without any prior notice to Xceed. Notwithstanding the foregoing, qualification in the event that, prior to expiration of the six (6) month period following the Closing, Xceed determines not to proceed with or compliance pursuant otherwise terminates an underwritten offering to this Section in any particular jurisdiction in which a Registration Statement filed by Xceed hereunder relates, Xceed shall, within thirty (30) days of such determination or termination, as the Company would be case may be, file the Registration Statement otherwise required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actfiled under this Subsection 1.7(b).