Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. (i) If Yahoo! requests GeoCities in writing to register under the Securities Act any of the shares of GeoCities Common Stock owned by Yahoo!, GeoCities will use its best efforts to cause the offering of the shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Yahoo! of the shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Yahoo!'s request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the shares of GeoCities Common Stock by Yahoo! in the manner specified by Yahoo! in its request. GeoCities shall not be obligated to make effective more than three registration statements pursuant to the foregoing sentence. Upon written notice to Yahoo!, GeoCities may postpone effecting a registration pursuant to this Section 5.14 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed) if (1) an investment banking firm of recognized national standing shall advise GeoCities and Yahoo! in writing that effecting the registration would materially and adversely affect an offering of securities of GeoCities the preparation of which had then been commenced, or (2) GeoCities is in possession of material non-public information the disclosure of which during the period specified in such notice GeoCities believes, in its reasonable judgment, would not be in the best interests of GeoCities. The obligations of GeoCities under this Section 5.14 (i)(i) shall terminate at such time as Yahoo! may sell all shares of GeoCities Common Stock without restriction under Rule 144 (k).

Registration of the Shares. (i) If Yahoo! requests GeoCities in writing to register under The Company shall file with the Securities Act any of the shares of GeoCities Common Stock owned by Yahoo!SEC, GeoCities will use its best efforts to cause the offering of the shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Yahoo! of the shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 ninety (90) days from receipt prior to the expiration of Yahoo!'s request) the Restricted Term (the “Filing Deadline”), a registration statement covering the resale of the full amount of the Shares (the “Registration Statement”) to the public by the Investor. The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the SEC as soon as practicable, but in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the event that the SEC does not review the Registration Statement, ninety (90) days after the Closing Date (but in any event, no later than three (3) Business Days following the SEC indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the SEC reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the resolution of any comments related to filings made by the Company with the SEC or confidential treatment requests made by the Company, one hundred and twenty (120) days after the Closing Date (but in any event, no later than three (3) Business Days following the SEC indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the SEC or the staff of the SEC regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to effect Rule 144. The Company shall promptly notify the Investor of the effectiveness of such Registration Statement after the Company confirms effectiveness with the SEC. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the SEC on Form S-3 (except if the Company is not then eligible to register for resale the Shares on Form S-3, in which case such registration shall be on an another appropriate form, which would permit ) until one or more Registration Statements covering the sale resale of all of the shares of GeoCities Common Stock by Yahoo! in Shares shall have been filed with, and declared effective by, the manner specified by Yahoo! in its request. GeoCities shall not be obligated to make effective more than three registration statements SEC pursuant to the foregoing sentence. Upon written notice to Yahoo!, GeoCities may postpone effecting a registration pursuant to terms and conditions of this Section 5.14 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed) if (1) an investment banking firm of recognized national standing shall advise GeoCities and Yahoo! in writing that effecting the registration would materially and adversely affect an offering of securities of GeoCities the preparation of which had then been commenced, or (2) GeoCities is in possession of material non-public information the disclosure of which during the period specified in such notice GeoCities believes, in its reasonable judgment, would not be in the best interests of GeoCities. The obligations of GeoCities under this Section 5.14 (i)(i) shall terminate at such time as Yahoo! may sell all shares of GeoCities Common Stock without restriction under Rule 144 (k)Agreement.

Registration of the Shares. Xybernaut hereby grants to Fathom "piggyback registration rights" with respect to the Shares to be issued to Fathom hereunder in respect of the Stock Grant in the next registration statement filed by Xybernaut with respect to its Common Stock (iother than a registration statement on Form S-4 or Form S-8 or any successor thereto) immediately following the issuance of the Shares. Xybernaut will furnish Fathom with written notice concerning any such registration statement reasonably in advance of the filing thereof. If Yahoo! requests GeoCities Fathom notifies Xybernaut in writing writing, such notice to register be given within seven (7) business days after receipt of Xybernaut's written notice, that Fathom desires its Shares to be included in such registration statement (which request shall specify the number of Shares that Fathom wishes to have included in the registration statement), Xybernaut shall use its reasonable best efforts to cause such Shares to be included in the registration statement and to cause the registration statement to be declared effective by the Securities and Exchange Commission (the "Commission"). Notwithstanding the foregoing, Xybernaut shall have the right to exclude such number of the Shares from the registration statement as Xybernaut or the managing underwriter(s), if applicable, may reasonably determine would have an adverse affect on the registration statement, the likelihood of the Commission to declare the registration statement effective or the price to be received by Xybernaut or the other selling shareholders for the other shares of Common Stock covered by the registration statement. If Xybernaut cuts-back the number of Shares requested by Fathom to be included in the registration statement for which Fathom has exercised its piggyback registration rights, as permitted in the immediately preceding sentence, Fathom shall continue to have piggyback registration rights for succeeding registration statements until all of the Shares have been registered. Xybernaut shall be responsible for the compliance of any such registration statement with applicable securities laws until all of the Shares have been registered; provided that Fathom shall be responsible for any information about Fathom specifically required by applicable securities laws. Fathom shall indemnify and hold harmless Xybernaut (and its directors, officers, employees, control persons and agents and their respective successors and assigns) from and against any claim, action, suit, proceeding, damage, liability, loss, penalty, cost and expense (including without limitation, reasonable attorneys' fees and expenses) incurred by any of them as a result of, or based upon, a misstatement of a material fact or omission of a material fact regarding Fathom which is furnished to Xybernaut by Fathom or omitted to be furnished to Xybernaut for inclusion in any registration statement which includes any of the Shares. All fees and expenses incident to the registration of the Shares shall be borne by Xybernaut. Notwithstanding anything set forth herein, Xybernaut shall not be required to include any Shares in a registration statement, if such shares are eligible to be sold pursuant to Rule 144 promulgated under the Securities Act any of 1933, as amended (the shares of GeoCities Common Stock owned by Yahoo!, GeoCities will use its best efforts to cause the offering of the shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Yahoo! of the shares specified in its request (and to keep such registration in effect for a period of at least 90 days"Act"), and in connection therewith prepare and file as promptly as reasonably possible (but based upon the holding period for the Shares. Notwithstanding anything hereinto the contrary in no event later than 60 days shall Fathom Creative be liable for any loss, claim, damage, liability, expense or otherwise in an aggregate amount in excess of the proceeds received by Fathom Creative from receipt of Yahoo!'s request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the shares of GeoCities Common Stock Shares covered by Yahoo! in the manner specified by Yahoo! in its request. GeoCities shall not be obligated to make effective more than three such registration statements pursuant to the foregoing sentence. Upon written notice to Yahoo!, GeoCities may postpone effecting a registration pursuant to this Section 5.14 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed) if (1) an investment banking firm of recognized national standing shall advise GeoCities and Yahoo! in writing that effecting the registration would materially and adversely affect an offering of securities of GeoCities the preparation of which had then been commenced, or (2) GeoCities is in possession of material non-public information the disclosure of which during the period specified in such notice GeoCities believes, in its reasonable judgment, would not be in the best interests of GeoCities. The obligations of GeoCities under this Section 5.14 (i)(i) shall terminate at such time as Yahoo! may sell all shares of GeoCities Common Stock without restriction under Rule 144 (k)statement.

Registration of the Shares. Xxxxxxxxx xxxxxx xrants to Turner "piggyback registration rights" with respect tx xxx Shares to be issued to Turner hereunder in respect of the Stock Grant in the next xxxistration statement filed by Xybernaut with respect to its Common Stock (iother than a registration statement on Form S-4 or Form S-8 or any successor thereto) immediately following the issuance of the Shares. Xybernaut will furnish Turner with written notice concerning any such registratxxx xtatement reasonably in advance of the filing thereof. If Yahoo! requests GeoCities Turner notifies Xybernaut in writing writing, such notice to register be xxxxx within seven (7) business days after receipt of Xybernaut's written notice, that Turner desires its Shares to be included in such registratxxx xtatement (which request shall specify the number of Shares that Turner wishes to have included in the registration sxxxxxxnt), Xybernaut shall use its reasonable best efforts to cause such Shares to be included in the registration statement and to cause the registration statement to be declared effective by the Securities and Exchange Commission (the "Commission"). Notwithstanding the foregoing, Xybernaut shall have the right to exclude such number of the Shares from the registration statement as Xybernaut or the managing underwriter(s), if applicable, may reasonably determine would have an adverse affect on the registration statement, the likelihood of the Commission to declare the registration statement effective or the price to be received by Xybernaut or the other selling shareholders for the other shares of Common Stock covered by the registration statement. If Xybernaut cuts-back the number of Shares requested by Turner to be included in the registration statement xxx xxich Turner has exercised its piggyback registration rights, xx xermitted in the immediately preceding sentence, Turner shall continue to have piggyback registration rixxxx xor succeeding registration statements until all of the Shares have been registered. Xybernaut shall be responsible for the compliance of any such registration statement with applicable securities laws until all of the Shares have been registered; provided that Turner shall be responsible for any information about Turxxx xxecifically required by applicable securities laxx. Xurner shall indemnify and hold harmless Xybernaut (and itx xxxxctors, officers, employees, control persons and agents and their respective successors and assigns) from and against any claim, action, suit, proceeding, damage, liability, loss, penalty, cost and expense (including without limitation, reasonable attorneys' fees and expenses) incurred by any of them as a result of, or based upon, a misstatement of a material fact or omission of a material fact regarding Turner which is furnished to Xybernaut by Turner or omitted xx xe furnished to Xybernaut for inxxxxxxn in any registration statement which includes any of the Shares. All fees and expenses incident to the registration of the Shares shall be borne by Xybernaut. Notwithstanding anything set forth herein, Xybernaut shall not be required to include any Shares in a registration statement, if such shares are eligible to be sold pursuant to Rule 144 promulgated under the Securities Act any of 1933, as amended (the shares of GeoCities Common Stock owned by Yahoo!, GeoCities will use its best efforts to cause the offering of the shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Yahoo! of the shares specified in its request (and to keep such registration in effect for a period of at least 90 days"Act"), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Yahoo!'s request) a registration statement under based upon the Securities Act to effect such registration on an appropriate form, which would permit holding period for the sale of the shares of GeoCities Common Stock by Yahoo! in the manner specified by Yahoo! in its request. GeoCities shall not be obligated to make effective more than three registration statements pursuant to the foregoing sentence. Upon written notice to Yahoo!, GeoCities may postpone effecting a registration pursuant to this Section 5.14 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed) if (1) an investment banking firm of recognized national standing shall advise GeoCities and Yahoo! in writing that effecting the registration would materially and adversely affect an offering of securities of GeoCities the preparation of which had then been commenced, or (2) GeoCities is in possession of material non-public information the disclosure of which during the period specified in such notice GeoCities believes, in its reasonable judgment, would not be in the best interests of GeoCities. The obligations of GeoCities under this Section 5.14 (i)(i) shall terminate at such time as Yahoo! may sell all shares of GeoCities Common Stock without restriction under Rule 144 (k)Shares.

Registration of the Shares. (i) If Yahoo! requests GeoCities in writing to register under the Securities Act any of the shares of GeoCities Common Stock owned by Yahoo!, GeoCities will use its best efforts to cause the offering of the shares so specified in such request to be registered The Company agrees that as soon as practicable so as to permit the sale or other distribution by Yahoo! of the shares specified in its request (and to keep such registration in effect for a period of at least 90 days)practicable, and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Yahoo!'s requesttwenty (20) Business Days after the date hereof, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Private Placement Securities. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the date hereof and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Private Placement Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the date hereof, holders of the Private Placement Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the date hereof and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Private Placement Warrants, to exercise such Private Placement Warrants on a “cashless basis,” by exchanging the Private Placement Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Private Placement Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported sales price of the shares of Common Stock for the ten (10) trading day period ending on the third (3rd) trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Private Placement Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Private Placement Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Private Placement Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act to effect such registration on an appropriate form, which would permit the sale of and (ii) the shares of GeoCities Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by Yahoo! anyone who is not an affiliate (as such term is defined in Rule 144 under the manner specified by Yahoo! in its request. GeoCities Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Private Placement Warrants have been exercised or have expired, the Company shall continue to be obligated to make effective more than comply with its registration obligations under the first three registration statements pursuant to the foregoing sentence. Upon written notice to Yahoo!, GeoCities may postpone effecting a registration pursuant to sentences of this Section 5.14 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed) if (1) an investment banking firm of recognized national standing shall advise GeoCities and Yahoo! in writing that effecting the registration would materially and adversely affect an offering of securities of GeoCities the preparation of which had then been commenced, or (2) GeoCities is in possession of material non-public information the disclosure of which during the period specified in such notice GeoCities believes, in its reasonable judgment, would not be in the best interests of GeoCities. The obligations of GeoCities under this Section 5.14 (i)(i) shall terminate at such time as Yahoo! may sell all shares of GeoCities Common Stock without restriction under Rule 144 (k)subsection 7.4.1.