Common use of Registrations on Form S-3 Clause in Contracts

Registrations on Form S-3. The Company shall use commercially reasonable efforts to qualify for registration of its securities on Form S-3 or any comparable or successor form or forms ("Form S-3"). After the Company has so qualified, in addition to the rights set forth in paragraph 2A hereof, at any time and from time to time (but subject to the proviso in paragraph 2B(i) hereof) for the period that is one (1) year after the later to occur of (x) the date that the Bridge Loan Note is converted, and (y) the date that the Warrant Agreement is exercised, the Investor may make a Registration Request for registration of not less than 100,000 shares of the Registrable Stock on Form S-3 (the "S-3 Registration"). Such Registration Request shall be in writing and shall state the number of shares of Registrable Stock proposed to be disposed of and the intended method of distribution of such shares by the Investor. (i) The Investor will be entitled to require the Company to file two (2) registration statements on Form S-3; provided, however, that the Investor may not require the Company to file a registration statement on Form S-3 more than once during any calendar year. (ii) A registration will not count as the S-3 Registration paid for by the Company (as provided in paragraph 5B) unless the Investor is able to register and sell at least 50% of the Registrable Stock requested to be included in such registration. (iii) The Company will not include in the S-3 Registration any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Investor. If the managing underwriter(s), if any, of the offering to be effected pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock, the number of shares of Registrable Stock requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.

Registrations on Form S-3. (a) Subject to Sections 5.3(c) and (d), at such time as the Company shall have qualified for the use of Form S-3, the Stockholders shall have the right to request registrations on Form S-3, and to effect a registration under the Securities Act of Registrable Shares in accordance with this Section 5.3. (b) If the Company shall be requested in writing by any Stockholder to effect a registration under the Securities Act of Registrable Shares in accordance with this Section 5.3, then the Company shall promptly give written notice of such proposed registration to all Stockholders and shall include in such proposed registration any Registrable Shares requested to be included in such proposed registration by all Stockholders provided that such Stockholders respond in writing to the Company’s notice within twenty (20) days after delivery by the Company of such notice (which response shall specify the number of Registrable Shares proposed to be included in such registration). The Company shall promptly use its commercially reasonable efforts to qualify for effect such registration of its securities on Form S-3 or any comparable or successor form or forms ("Form S-3"). After of the Registrable Shares that the Company has been so qualifiedrequested to register. (c) The Company shall not be obligated to effect any registration under the Securities Act requested by the Stockholders under this Section 5.3 if either: (i) with respect to any request made by a Stockholder pursuant to this Section 5.3, the anticipated gross offering price of all Registrable Shares to be included in addition to the rights set forth in paragraph 2A hereof, at any time and from time to time such registration would be less than $5,000,000; or (but subject to the proviso in paragraph 2B(i) hereof) for the period that is one (1) year after the later to occur of (xii) the date that the Bridge Loan Note is converted, and Company shall have effected four (y4) the date that the Warrant Agreement is exercised, the Investor may make a or more Registration Request for registration of not less than 100,000 shares of the Registrable Stock Statements on Form S-3 (pursuant to this Section 5.3 during the "S-3 Registration"). Such Registration Request shall be in writing and shall state twelve-month period prior to the number of shares of Registrable Stock proposed to be disposed of and the intended method of distribution date of such shares by request for registration (unless the InvestorCompany shall have waived such limitation). (d) The Company may delay the filing or effectiveness of any Registration Statement for a period not to exceed one hundred twenty (120) days after the date of a request for registration pursuant to this Section 5.3 if (i) The Investor will be entitled any other registration statement (other than on Form S-4 or Form S-8) pursuant to require which Securities of the Company are to file two be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (290) registration statements on Form S-3days; or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material Transaction that has not been publicly disclosed is reasonably likely to occur; provided, however, that the Investor Company may not require the Company to file a registration statement on Form S-3 utilize this right more than once during in any calendar yeartwelve-month period. (iie) A With respect to any registration will not count as the S-3 Registration paid for by pursuant to this Section 5.3, the Company (as provided may include in paragraph 5B) unless such registration any Registrable Shares, Primary Shares or Other Shares; provided, however, that if the Investor is able to register managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and sell at least 50% of the Registrable Stock requested Other Shares proposed to be included in such registration would materially adversely affect the offering or sale (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration.; (ii) second, the Primary Shares; and (iii) third, the Other Shares. (f) The Company will not include in the S-3 Registration any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Investor. If the managing underwriter(s), if any, of the offering to be effected pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock and, if requests by the Stockholders permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can by this Section 5.3 shall be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock, the number of shares of Registrable Stock requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringunlimited.

Registrations on Form S-3. (a) The Company shall use commercially its reasonable best efforts to qualify for registration of its securities on Form S-3 or any comparable or successor form or forms ("Form S-3")forms. After the Company has so qualified, in addition to the rights set forth in paragraph 2A hereof, at At any time and from time to time (but subject after the Company has qualified for the use of Form S-3 and prior to September 22, 2003, the Holders of a majority of the aggregate number of Registrable Shares issued pursuant to the proviso Share Exchange Agreement and the Merger Agreement shall have the right to request one resale registration filing on Form S-3 in paragraph 2B(irespect of up to 25 percent of the aggregate number of shares of Common Stock issued pursuant to the Share Exchange Agreement and the merger Agreement; provided that the Company shall not be required to effect a registration on Form S-3 pursuant to this Section 2(a) hereofunless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the period that is one (1) year after the later Registrable Shares proposed to occur of (x) the date that the Bridge Loan Note is converted, and (y) the date that the Warrant Agreement is exercised, the Investor may make a Registration Request for registration of not less than 100,000 shares of the Registrable Stock on Form S-3 (the "S-3 Registration")be registered shall equal at least $1.5 million. Such Registration Request requests shall be in writing and shall state the number of shares of Registrable Stock Shares proposed to be disposed of and the intended method of distribution of such shares by the Investor. such Holder or Holders. The Company shall be required to effect one (i) The Investor will be entitled to require the Company to file two (21) registration statements on Form S-3pursuant to this Section 2(a); provided, however, that the Investor may not require the Company to file a registration statement on Form S-3 more than once during any calendar year. (ii) A registration will shall not count as such registration unless (i) the S-3 Registration paid for by the Company (as provided in paragraph 5B) unless the Investor is Holders of Registrable Shares are able to register and and, if the registration is a firm commitment public offering, sell at least 50% of the Registrable Stock Shares requested to be included in such registration. , or (iiiii) The Company will not include in the S-3 Registration any securities Statement relating to a registration is withdrawn or abandoned at the request of the Holders of a majority of the Registrable Shares covered by such Registration Statement (other than shares as a result of Registrable Stock and securities a material adverse change to be registered for offering and sale on behalf of the Company without or following a postponement by the prior written consent of the Investor. If the managing underwriter(s), if any, of the offering to be effected Company pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock, the number of shares of Registrable Stock requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringSection 2(b) herein).

Registrations on Form S-3. (a) Subject to paragraph (c) below, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the holders of the Restricted Securities shall have the right to request in writing registrations on Form S-3, or such successor form, and to effect a registration under the Securities Act of Registrable Shares in accordance with this Section. (b) If the Company shall be requested by the Investors to effect a registration under the Securities Act of Registrable Shares in accordance with this Section, then the Company shall promptly give written notice of such proposed registration to all holders of Restricted Securities and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by such holders who respond in writing to the Company’s notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Shares proposed to be included in such registration). The Company shall promptly use its commercially reasonable efforts to qualify for effect such registration of its securities on Form S-3 or any comparable or successor form or forms ("Form S-3"). After of the Registrable Shares which the Company has been so qualified, in addition requested to register (c) The Company shall not be obligated to effect any registration under the rights set forth in paragraph 2A hereof, at any time and from time to time (but subject to the proviso in paragraph 2B(i) hereof) for the period that is one (1) year after the later to occur of (x) the date that the Bridge Loan Note is converted, and (y) the date that the Warrant Agreement is exercised, the Investor may make a Registration Request for registration of not less than 100,000 shares of the Registrable Stock on Form S-3 (the "S-3 Registration"). Such Registration Request shall be in writing and shall state the number of shares of Registrable Stock proposed to be disposed of and the intended method of distribution of such shares Securities Act requested by the Investor.Investors under this Section except in accordance with the following provisions: (i) The Investor will be entitled to require the Company shall not be obligated to file effect any such registration initiated pursuant to Section 3(a) if (A) the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Shares to be included therein would be less than $500,000, (B) such registration is requested within six (6) months after a registered offering of the Company in which any of the Investors were given the opportunity to participate or (C) the Company shall have effected two (2) registration statements Registration Statements on Form S-3S-3 pursuant to this Section 3 within any 12-month period; (ii) the Company may delay the filing or effectiveness of any Registration Statement pursuant to this Section for a period not to exceed 90 days after the date of a request for registration if the Company’s Board of Directors has determined that such registration would have a material adverse effect upon the Company or its then current business plans; provided, however, that the Investor Company may not require cause such delay only once during any 360-day period. (d) A requested registration under this Section 3 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company by the Investors requesting such registration and such rescinded registration shall not count as a registration initiated pursuant to file Section 3 if (i) the Investors initiating such request shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration or (ii) such rescinded registration results from a material adverse change to the business, prospects, operation or financial condition of the Company (in which case such Investors shall not be required to so reimburse the Company). (e) A requested registration on Form S-3 or any such successor form in compliance with this Section 3 shall not count as a registration statement on Form S-3 more than once during any calendar year. (ii) A initiated pursuant to Section 2 but shall otherwise be treated as a registration will not count initiated pursuant to, and shall, except as the S-3 Registration paid for by the Company (as otherwise expressly provided in paragraph 5B) unless the Investor is able this Section 3, be subject to register and sell at least 50% of the Registrable Stock requested to be included in such registrationSection 2. (iii) The Company will not include in the S-3 Registration any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Investor. If the managing underwriter(s), if any, of the offering to be effected pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock, the number of shares of Registrable Stock requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.

Registrations on Form S-3. The Company shall use its commercially reasonable efforts to qualify for registration of its securities on a registration statement on Form S-3 or any comparable or successor form or forms ("Form S-3")forms. After the Company has so qualifiedqualified for the use of Form S-3 or any comparable or successor form or forms, in addition to the rights set forth contained in paragraph 2A hereof, at any time Section 2.1 and from time to time (but subject to the proviso in paragraph 2B(i) hereof) for the period that is one (1) year after the later to occur of (x) the date that the Bridge Loan Note is converted, and (y) the date that the Warrant Agreement is exercisedSection 2.2, the Investor may make a Registration Request for registration Holders of not less than 100,000 at least 25% of the shares of Registrable Securities shall have the Registrable Stock right, once in each 12-month period, to request a registration on Form S-3 covering the resale of Registrable Securities by the Holders (the "S-3 Registration"a “Shelf Registration Statement”). Such Registration Request All requests shall be in writing and shall state the number of shares of Registrable Stock Securities proposed to be disposed of and the intended method of distribution of such shares by the Investor.such Holder or Holders. The Company shall be obligated to effect such registration pursuant to this Section 2.3 unless: (i) The Investor will be the Holders, together with the holders of any other securities of the Company entitled to require inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000; or (ii) the Company shall furnish to file two (2) registration statements on Form S-3; provided, however, that the Investor may not require Holders a certificate signed by the president or CEO of the Company (or in the absence of such officer, any manager of the Company) stating that in the good faith judgment of the Board, it is likely to file be detrimental to the Company in a material respect and its stockholders for such registration statement on Form S-3 to be effected at such time, in which event the Company shall have the right to defer the filing of the registration no more than once during any calendar year. (ii) A registration will 12-month period for a period of not count as more than 180 days after receipt of the S-3 Registration request of the Holder or Holders under this Section 2.3, provided, that, all reasonable costs and expenses incurred by the affected Holders in connection with such deferred filing shall be reimbursed to such Holders and paid for by the Company (as provided in paragraph 5B) unless the Investor is able to register and sell at least 50% of the Registrable Stock requested to be included in such registrationaccordance with Section 5.2 hereof. (iii) The Company will not include in the S-3 Registration any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Investor. If the managing underwriter(s), if any, of the offering to be effected pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock, the number of shares of Registrable Stock requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.

Registrations on Form S-3. The Company Anything contained in Section 2 to the contrary notwithstanding, at such time as the Corporation shall have qualified for the use commercially reasonable efforts to qualify for registration of its securities on Form S-3 promulgated under the Securities Act or any comparable or successor form or forms ("Form S-3"). After thereto, each Demanding Holder shall have the Company has so qualified, in addition right to the rights set forth in paragraph 2A hereof, at any time and from time to time (but subject to the proviso in paragraph 2B(i) hereof) for the period that is one (1) year after the later to occur request an unlimited number of (x) the date that the Bridge Loan Note is converted, and (y) the date that the Warrant Agreement is exercised, the Investor may make a Registration Request for registration registrations of not less than 100,000 shares of the Registrable Stock Shares on Form S-3 (which may, at such holders' request, be shelf registrations pursuant to Rule 415 promulgated under the "S-3 Registration"). Such Registration Request Securities Act) or its successor form, which request or requests shall be in writing and shall state (i) specify the number of shares of Registrable Stock proposed Shares intended to be sold or disposed of and the holders thereof, (ii) state whether the intended method of distribution disposition of such shares Registrable Shares is an underwritten offering or a shelf registration and (iii) relate to Registrable Shares having an aggregate offering price of at least $10,000,000. Upon such request, then the Corporation shall promptly give written notice to the other Investors of its requirement to so register such offering and, upon the written request, delivered to the Corporation within thirty (30) days after delivery of any such notice by the Investor. (i) The Investor will be entitled to require the Company to file two (2) registration statements on Form S-3; providedCompany, however, that the Investor may not require the Company to file a registration statement on Form S-3 more than once during any calendar year. (ii) A registration will not count as the S-3 Registration paid for by the Company (as provided in paragraph 5B) unless the Investor is able to register and sell at least 50% of the other Investors to include in such registration Registrable Stock requested Shares (which request shall specify the number of such Registrable Shares proposed to be included in such registration. (iii) The Company will not include in the S-3 Registration any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Investor. If the managing underwriter(s), if anythe Corporation shall, of the offering whether or not any other Investors request to be effected pursuant to an S-3 Registration advise the Company in writing that in their opinion the number of shares of include any Registrable Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include Shares in such registration, prior subject to Section 2(b), promptly use its best efforts to effect such registration under the inclusion Securities Act of any securities an offering of the Registrable Shares which are not shares of Registrable Stock, the number of shares of Registrable Stock Corporation has been so requested to be included which register for sale in accordance with the method of distribution specified in the opinion of such underwriters can initiating request. A requested registration on Form S-3 (or its successor form) in compliance with this Section 4 shall not count as a registration statement initiated pursuant to Section 2(b)(i) but shall otherwise be sold in an orderly manner within the price range of such offeringtreated as a registration initiated pursuant to Section 2(b) (including Section 2(b)(iii)).