Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. (a) The Company agrees, subject to the requirements and restrictions of the Act and the terms and conditions herein, to include the reoffer and resale by the Investors of one half of the Shares purchased by each of such Shareholders in this Offering in a registration statement under the Act covering the reoffer and resale of the Shares by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoing, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject to the terms contained herein, the Company further agrees to take such further actions as may be reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable Shares"). The failure of one or more Investors to include all or any portion of the Registrable Shares owned by them shall entitle any other Investor to include more than one half of the Shares acquired by them in the Offering in the Registration Statement.

Registration of the Shares. (a) The Company agreesIf, subject at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to file a registration statement or statements under the Securities Act of 1933 (the "Act") for sale of Buyer shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms, it will give written notice, at least forty five (45) days prior to the requirements and restrictions filing of each such registration statement, to the Act and Seller of its intention to do so. If the terms and conditions herein, Seller notifies the Buyer in writing within twenty (20) business days after receipt of any such notice of his desire to include the reoffer and resale by Seller Shares or any of them in such proposed registration statement, the Investors Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of one half of an underwritten offering, if the Shares purchased by each of such Shareholders Buyer notifies the Seller in this Offering writing that the managing underwriter has notified the Buyer that the inclusion in a the registration statement under the Act covering the reoffer and resale of the Shares by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoing, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject to the terms contained herein, the Company further agrees to take such further actions as may be reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable Shares"). The failure of one or more Investors to include all or any portion of the Registrable Seller Shares owned by them shall entitle any other Investor would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares to include more than one half be included in such registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in the event securities of the Buyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, and the managing underwriter shall have determined to limit the number of Seller Shares acquired by them or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the Offering in provisions of this Section 1(a), the Registration Statement.Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file

Registration of the Shares. (a) The Company agreesIf, subject at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to file a registration statement or statements under the Securities Act of 1933 (the "Act") for the public sale of Buyer Shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx comparable registration statement) it will give written notice, at least twenty (20) days prior to the requirements and restrictions filing of each such registration statement, to the Act and Seller of its intention to do so. If the terms and conditions herein, Seller notifies the Buyer in writing within five (5) business days after receipt of any such notice of his desire to include the reoffer and resale by Seller Shares in such proposed registration statement, the Investors Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of one half of an underwritten offering, if the Shares purchased by each of such Shareholders Buyer notifies the Seller in this Offering writing that the managing underwriter has notified the Buyer that the inclusion in a the registration statement under the Act covering the reoffer and resale of the Shares by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoing, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject to the terms contained herein, the Company further agrees to take such further actions as may be reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable Shares"). The failure of one or more Investors to include all or any portion of the Registrable Seller Shares owned by them shall entitle any other Investor would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Seller Shares to include more than one half be included in such registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in the event securities of the Buyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, and the managing underwriter shall have determined to limit the number of Seller Shares acquired by them or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the Offering in provisions of this Section 1(a), the Registration StatementBuyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of 43 whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statements or to withdraw the same after the filing but prior to the effective date thereof.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the later to occur of (a) The Company agrees, subject the date on which Borrower shall be eligible to register its stock on Form S-3 (or the requirements then equivalent form) and restrictions of the Act and the terms and conditions herein, (b) Lender's written notice to include the reoffer and resale by the Investors of one half Borrower requesting registration of the Shares purchased by each under this Section 7.01 and stating that Lender it is Lender's good faith belief that it may wish to exercise rights hereunder within a reasonable time following such notice; PROVIDED, that the giving of any such notice shall impose no obligation on Lender to exercise its conversion rights, register at the Borrower's expense on Form S-3 (or the then equivalent form) (the "S-3 Registration"), and maintain at all times the effectiveness of such Shareholders S-3 Registration of the Shares, so that such Shares may be publicly sold by the Lender and transferees thereof. During any period in this Offering in which the S-3 Registration of the Shares is not effective, or if it is determined by the Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Shares for resale, then at any time the Borrower proposes to file a registration statement to register securities under the Securities Act covering of 1933, as amended ("1933 Act"), it shall, at least 30 days prior to each such filing, give written notice of such proposed filing to the reoffer Lender, each transferee thereof and resale each Lender of Shares at their respective addresses as they appear on the records of the Shares Borrower, and shall offer to include and shall include in such filing any proposed disposition of the Shares, upon receipt by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoingBorrower, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject less than 10 days prior to the terms contained hereinproposed filing date, of a request therefor setting forth the Company further agrees facts with respect to take such further actions as may be proposed disposition and all other requested information with respect to such person reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth included in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable SharesRequest Securities"). The failure In the event that the managing underwriter for said offering advises the Borrower in writing that the inclusion of one or more Investors to include all or any portion of such Request Securities in the Registrable Shares owned by them shall entitle any other Investor offering would be detrimental to include the offering, or that the disposition of all or a portion of the Request Securities should be held back for a period of not more than one half 90 days following the effectiveness of the Shares acquired by them in the Offering such registration statement, such Request Securities shall not be included in the Registration Statement, or shall be held back, as the case may be, provided that if any securities held by persons with similar rights (a) are to be included in the Registration Statement, the Request Securities shall be included on a pro rata basis and (b) are not to be held back, the Request Securities shall not be held back on a pro rata basis. Until such registration, the Lender understands that the Shares are restricted securities subject to the provisions of this Agreement.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the date on which Borrower shall be eligible to register its stock on Form S-3 (aor the then equivalent form), register at the Borrower's expense on Form S-3 (or the then equivalent form) The Company agrees(the "S-3 Registration"), and maintain at all times the effectiveness of such S-3 Registration of the shares of Common Stock subject to the requirements Warrants, and restrictions the shares of Common which may be obtained by the Lender pursuant to its conversion rights under Article III above (such Shares and other shares being referred to herein as the "Registrable Securities"), so that such shares may be publicly sold by the Lender and transferees thereof. During any period in which the S-3 Registration of the Act and the terms and conditions hereinRegistrable Securities is not effective, to include the reoffer and resale or if it is determined by the Investors of one half Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Shares purchased by each of such Shareholders in this Offering in Registrable Securities for resale, then at any time the Borrower proposes to file a registration statement to register securities under the Securities Act covering of 1933, as amended ("1933 Act"), it shall, at least 30 days prior to each such filing, give written notice of such proposed filing to the reoffer Lender, each transferee thereof and resale each Lender of Registrable Securities at their respective addresses as they appear on the records of the Shares Borrower, and shall offer to include and shall include in such filing any proposed disposition of the Registrable Securities, upon receipt by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable efforts to file the Registration Statement with the SEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoingBorrower, the Company cannot state with certainty when, if ever, the Registration Statement will be declared effective by the SEC. Subject less than 10 days prior to the terms contained hereinproposed filing date, of a request therefor setting forth the Company further agrees facts with respect to take such further actions as may be proposed disposition and all other requested information with respect to such person reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth included in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable SharesRequest Securities"). The failure In the event that the managing underwriter for said offering advises the Borrower in writing that the inclusion of one or more Investors to include all or any portion of such Request Securities in the Registrable Shares owned by them shall entitle any other Investor offering would be detrimental to include the offering, or that the disposition of all or a portion of the Request Securities should be held back for a period of not more than one half 90 days following the effectiveness of the Shares acquired by them in the Offering such registration statement, such Request Securities shall not be included in the Registration Statement, or shall be held back, as the case may be, provided that if any securities held by persons with similar rights (a) are to be included in the Registration Statement, the Request Securities shall be included on a pro rata basis and (b) are not to be held back, the Request Securities shall not be held back on a pro rata basis. Until such registration, the Lender understands that the Registrable Securities are restricted securities subject to the provisions of this Agreement.