Common use of Registration and Indemnity Clause in Contracts

Registration and Indemnity. (a) In the event that the Company proposes to register any of its securities pursuant to the Securities Act of 1933 ("33 Act"), whether as a primary or as a secondary offering or both, and whether or not pursuant to registration rights granted to other holders of securities of the Company, the Company shall give each Warrant Holder prior written notice of such incident no more than five (5) days following the date upon which the board of directors of the Company authorizes the registration or the negotiation of the registration of such securities, whichever shall first occur, and no less than sixty (60) days prior to the date upon which any such registration of such securities is expected to become effective under the 33 Act. Upon the written request of any Warrant Holder, within twenty (20) days of the Warrant Holder's receipt of such notice, the Company shall, at its sole expense, include in such registration all shares of Common Stock or other securities which have been or may be acquired pursuant to this Warrant Agreement and, in the event that this Warrant Agreement has been exercised in whole or in part, or any Warrant Holder notifies the Company no less than thirty (30) days prior to the proposed effective date of such registration under the Act that the Warrant Holder intends to exercise this Warrant the Company shall, upon the written request of the Warrant Holder, sell such shares of Common Stock or other securities in the same manner and on the same terms and conditions as securities are being sold in such registered offering. The Company shall not be required to register fewer than 25,000 shares of Common Stock or such lesser number of shares of Common Stock as may then be subject to this Warrant Agreement. The Warrant Holder shall cooperate with the Company to the extent reasonably necessary to permit the Company to effectuate any such registration. Notwithstanding the foregoing, the Company shall not be obligated to pay, and the Warrant Holder shall pay or permit the deduction from its proceeds of, that portion of the underwriter's compensation (net of expenses) attributable solely to the sale of securities of the Warrant Holder registered and sold pursuant to this Section. The Company shall not be required to register this Warrant Agreement or the securities issued or issuable pursuant to this Warrant Agreement pursuant to this Section in the event that the Company shall register securities solely pursuant to a registration statement on Form S-8 promulgated under the 33 Act or any successor to such form or on a Form S-4 used solely in connection with the issuance of securities to equity holders of an entity being acquired by the Company or which is being merged into the Company with the Company being the survivor provided, however that, in the event the Company shall register the sale of Shares of Common Stock or other equity securities then held by persons or entities other than the Company, the Warrant Holder shall be entitled to registration of the shares of Common Stock underlying the Warrant Agreement in accordance with the provision of this Section 10.