Common use of Right to Include Securities Clause in Contracts

Right to Include Securities. If at any time during the period ending --------------------------- 24 calendar months from the Effective Date the Company proposes to register any shares of its common stock under the Securities Act on Forms X-0, X-0, X-0 or SB-2 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrants, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Date), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the Shareholders. Upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the Shareholders) of any Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Shareholder Common Stock held by the Shareholders which the Company has been so requested to register for sale in the manner initially proposed by the Company. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder for the same period as the delay in registration of such other securities.

Right to Include Securities. If at any time during within one year after the period ending --------------------------- 24 calendar months from Closing Date, or within two years thereafter if the Effective Date Shareholder is deemed to be an affiliate of the Company within the meaning of Rule 144, all of the shares of Shareholder Common Stock are not then registered for resale under the Securities Act, and the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0S-1, X-0 or SB-2 xx S-3 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrantswarrant, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Dateplan), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the ShareholdersHolders. Upon In such event, upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the ShareholdersHolder) of any Shareholder Holder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act in the manner initially proposed by the Company of all Shareholder Common Stock held by the Shareholders any Holder which the Company has been so requested to register for sale in the manner initially proposed by the Companysale. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder Holders and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder Holders for the same period as the delay in registration of such other securities.

Right to Include Securities. If at any time during all of the period ending --------------------------- 24 calendar months from shares of Shareholder Common Stock are not then registered under the Effective Date Securities Act, and the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0, X-0 or SB-2 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrants, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating other than pursuant to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Datean Excluded Registration), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the Shareholders. Upon In such event, upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the Shareholdersrequesting Shareholder) of any Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter), stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act in the manner initially proposed by the Company of all Shareholder Common Stock held by the Shareholders which the Company has been so requested to register for sale in the manner initially proposed by the Companysale. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder for the same period as the delay in registration of such other securities. The exercise by a Shareholder of any right under this Section 3.2 will not relieve the Company of its obligations to such Shareholder under Section 3.1.

Right to Include Securities. If at any time during the period ending --------------------------- 24 calendar commencing 18 months from the Effective Closing Date all of the shares of Shareholder Common Stock are not then registered for resale under the Securities Act, and the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0S-1, X-0 or SB-2 xx S-3 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrantswarrant, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Dateplan), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the Shareholders. Upon In such event, upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the Shareholders) of any Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act in the manner initially proposed by the Company of all Shareholder Common Stock held by the Shareholders which the Company has been so requested to register for sale in the manner initially proposed by the Companysale. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder for the same period as the delay in registration of such other securities.)

Right to Include Securities. If at any time during the period ending --------------------------- 24 calendar commencing 18 months from April 26, 1999 all of the Effective Date shares of Shareholder Common Stock are not then registered for resale under the Securities Act, and the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0S-1, X-0 or SB-2 xx S-3 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrantswarrant, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Dateplan), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the ShareholdersShareholder. Upon In such event, upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the ShareholdersShareholder) of any the Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act in the manner initially proposed by the Company of all Shareholder Common Stock held by the Shareholders Shareholder which the Company has been so requested to register for sale in the manner initially proposed by the Companysale. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder 5 Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder for the same period as the delay in registration of such other securities.

Right to Include Securities. If at any time during all of the period ending --------------------------- 24 calendar months from shares of Shareholder Common Stock are not then registered under the Effective Date Securities Act, and the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0, X-0 or SB-2 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrants, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating other than pursuant to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Datean Excluded Registration), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the Shareholders. Upon In such event, upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the Shareholdersrequesting Shareholder) of any Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter), stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because USOL HOLDINGS, INC. COMMON AND WARRANT REGISTRATION RIGHTS AGREEMENT of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act in the manner initially proposed by the Company of all Shareholder Common Stock held by the Shareholders which the Company has been so requested to register for sale in the manner initially proposed by the Companysale. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder for the same period as the delay in registration of such other securities. The exercise by a Shareholder of any right under this Section 3.2 will not relieve the Company of its obligations to such Shareholder under Section 3.1.

Right to Include Securities. If at any time In connection with the Initial Public Offering and during the two-year period ending --------------------------- 24 calendar months from the Effective Date effective date of the Registration Statement filed pursuant to an Initial Public Offering, each time the Company proposes to register any shares of its common stock Shares under the Securities Act (other than a registration on Forms X-0Form S-4 or S-8, X-0, X-0 or SB-2 or any successor or other forms promulgated for similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrants, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Datepurposes), whether or not for sale for its own account, it will each pursuant to a Registration Statement, the Stockholders shall have the right to require the Company to register the Shares of such time as soon as practicable Stockholder, subject to the limitations set forth in Section 5.2(c). The Company shall give prompt written notice to all Stockholders of its intention to do so to register Shares and of the ShareholdersStockholders' rights under this Section 5.2(a). Upon the written request (which request shall specify the total number of shares of Shareholder Common Stock intended to be disposed of by the Shareholders) of any Shareholder Stockholder made within 15 30 days after the receipt of any such notice (10 days if which request shall specify the Company gives telephonic notice with written confirmation Shares intended to follow promptly thereafter, stating that (i) be disposed of by such registration will be on Form S-3 Stockholder and (ii) such shorter period Stockholder's proposed manner of time is required because disposition of a planned filing datesuch Shares), the Company will shall use all reasonable its best efforts to effect the registration of such Shares under the Securities Act Act; PROVIDED that (i) if, at any time after giving written notice of all Shareholder Common Stock held by its intention to register any Shares and prior to the Shareholders which effective date of the Registration Statement filed in connection with such registration, the Company has been so requested to register for sale in the manner initially proposed by the Company. If the Company thereafter determines shall determine for any reason in its sole discretion not to register or to delay registration of proceed with the common stockproposed registration, the Company may, at its election, give written notice of such determination to the Shareholder Stockholders that had given notice to participate in such registration and (i) in the case of a determination not to register, thereupon shall be relieved of the its obligation to register any Shareholder Common Stock securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by the Company, all Stockholders requesting to have Shares included in the case Company's registration must Transfer such Shares to such underwriters who shall have been selected by the Company on the same terms and conditions as are applicable to the Company (except for the Company's obligation to pay all Registration Expenses), with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 5.2(a) involves such an underwritten public offering, any Stockholder making a request under this Section 5.2(a) in connection with such registration may elect in writing, prior to the effective date of a determination the registration statement filed in connection with such registration, to delay registeringwithdraw such request and not to have such securities registered in connection with such registration; provided, however, such withdrawing Stockholder shall be permitted to delay registering any Shareholder Common Stock of responsible for reimbursing the Shareholder Company for the same period expenses it incurred directly as the delay in registration a consequence of such other securitiesincidental registration (including any filing fees paid in connection therewith).

Right to Include Securities. If at any time during after the period ending --------------------------- 24 calendar months from the Effective Date Closing Date, the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0, X-0 or SB-2 S-3 or any successor or similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrantswarrant, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Dateplan), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the ShareholdersShareholder. Upon the written request (which request shall specify the total number of shares of Shareholder Common Stock Restricted Shares intended to be disposed of by the ShareholdersShareholder) of any the Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Shareholder Common Stock Restricted Shares held by the Shareholders Shareholder which the Company has been so requested to register for sale in the manner initially proposed by the Company. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock Restricted Shares in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder Restricted Shares for the same period as the delay in registration of such other securities.

Right to Include Securities. If After the first Public Offering, --------------------------- if the Company at any time during the period ending --------------------------- 24 calendar months from the Effective Date the Company proposes or is requested to register any shares of its common stock Common Stock under the Securities Act on Forms X-0, X-0, X-0 or SB-2 or any successor or similar forms (except for (i) registrations on such forms form(s) solely for registration of Shareholder Common Stock in connection with any warrants, option, employee benefit plan or dividend reinvestment plan or a merger or consolidation), (ii) including registrations of Shareholder Common Stock relating pursuant to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective DateSection 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the ShareholdersStockholders. Upon the written request (which request shall specify the total number amount of shares of Shareholder Common Stock Securities intended to be disposed of by the Shareholderssuch Stockholder) of any Shareholder Stockholder made within 15 30 days after the receipt of any such notice (10 15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Shareholder Common Stock Securities held by the Shareholders which the Company has been so requested to register for sale in the manner initially proposed by the Company. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockSecurities, the Company may, at its election, give written notice of such determination to the Shareholder Stockholders and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock such Securities in connection with such registration, without prejudice, however, subject to any right a Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock Securities of the Shareholder a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Registration Request under Section 4.1(a).

Right to Include Securities. If at any time during after the period ending --------------------------- 24 calendar months from the Effective Date Closing Date, the Company proposes to register any shares of its common stock Common Stock under the Securities Act on Forms X-0S-1, X-0, X-0 S-2 or SB-2 S-3 or any successor or sucxxxxxx xr similar forms (except for (i) registrations on such forms solely for registration of Shareholder Common Stock in connection with any warrantswarrant, option, employee benefit or dividend reinvestment plan or a merger or consolidation, (ii) registrations of Shareholder Common Stock relating to the exercise of warrants that were included in the units sold in the Company's initial public offering and (iii) any underwritten public offering for which a registration statement is filed with the SEC within 90 days of the Effective Dateplan), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to the ShareholdersShareholder. Upon the written request (which request shall specify the total number of shares of Shareholder Common Stock Restricted Shares intended to be disposed of by the ShareholdersShareholder) of any the Shareholder made within 15 days after the receipt of any such notice (10 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Shareholder Common Stock Restricted Shares held by the Shareholders Shareholder which the Company has been so requested to register for sale in the manner initially proposed by the Company. If the Company thereafter determines for any reason in its sole discretion not to register or to delay registration of the common stockCommon Stock, the Company may, at its election, give written notice of such determination to the Shareholder and (i) in the case of a determination not to register, shall be relieved of the obligation to register any Shareholder Common Stock Restricted Shares in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shareholder Common Stock of the Shareholder Restricted Shares for the same period as the delay in registration of such other securities.