Common use of REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES Clause in Contracts

REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES. (a) If, at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of the shares of Common Stock issuable upon conversion of the Company's Series A Preferred Stock, Series B Preferred Stock, of Series C Preferred Stock (other than in connection with a merger or other business combination transaction that has been consented to in writing by holders of the Securities, or pursuant to Form S-8 when such filing has been consented to in writing by holders of the Securities), it shall send to each Holder written notice of such determination and, if within 20 days after receipt of such notice, such Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered. Notwithstanding the foregoing, if, in connection with any offering involving an underwriting of the Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of the Common Stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions: (a) if the registration statement is for a public offering of common stock on an underwritten "firm commitment" basis with gross proceeds to the Company of at least $25,000,000 (a "QUALIFIED PUBLIC OFFERING"), the Company may exclude, to the extent so advised by the underwriters, the Registrable Securities from the underwriting; provided, however, that if the underwriters do not entirely exclude all shares of persons other than the Company from such Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's percentage of ownership of all the Registrable Securities then outstanding (on an as-converted basis) (the "REGISTRABLE PERCENTAGE"); and (b) if the registration statement is not for a Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's Registrable Percentage; provided, however, that the aggregate value of the Registrable Securities to be included in such registration may not be so reduced to less than 30% of the total value of all securities included in such registration. If any Holder disapproves of the terms of any underwriting referred to in this paragraph, it may elect to withdraw there from by written notice to the Company and the underwriter. No incidental right under this paragraph shall be construed to limit any registration required under the other provisions of this Agreement.

REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES. (a) If, If at any time after the date of this Agreement, the Company shall determine proposes to register any of its Common Stock under the Securities Act (including pursuant to a demand of by registration on any stockholder of the Company exercising registration rights) any of the shares of Common Stock issuable upon conversion of the Company's Series A Preferred Stock, Series B Preferred Stock, of Series C Preferred Stock (form other than in connection with a merger Form S-4 or other business combination transaction that has been consented to in writing by holders of the SecuritiesS-8, whether or pursuant to Form S-8 when such filing has been consented to in writing by holders of the Securities)not for sale for its own account, it shall send to each Holder such time give prompt written notice to the Investors of such determination andits intention to do so and of the Investors’ registration rights under this Agreement. Upon the written request of any Investor, if made as promptly as practicable and in any event within 20 ten (10) business days after the receipt of such notice, such Holder notice from the Company (which request shall so request in writingspecify the Registrable Securities intended to be disposed of by the Investor and the intended method of disposition), the Company shall include use its reasonable best efforts to effect, in such a Registration Statement, the registration statement under the Securities Act of all or any part of the Registrable Securities that such Holder requests the Company has been so requested to be registered. Notwithstanding the foregoing, if, in connection with any offering involving an underwriting of the Common Stock to be issued register by the Company, the managing underwriter shall impose a limitation on the number of shares of the Common Stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions: (a) if the registration statement is for a public offering of common stock on an underwritten "firm commitment" basis with gross proceeds to the Company of at least $25,000,000 (a "QUALIFIED PUBLIC OFFERING"), the Company may exclude, Investor to the extent so advised by required to permit the underwriters, the disposition of such Registrable Securities from in accordance with the underwritingintended methods thereof described as aforesaid; provided, however, that if the underwriters do not entirely exclude all shares of persons other than immediately upon notification to the Company from the managing underwriter of the price at which such Qualified Public Offeringsecurities are to be sold, if such price is below the price which the Investor shall have indicated to be acceptable to him, her or it, the Company shall be obligated so advise the Investor of such price, and the Investor shall then have the right to include withdraw his, her or its request to have his, her or its Registrable Securities included in such registration statementRegistration Statement; provided, with respect further, that if, at any time after giving written notice of his, her or its intention to register any Registrable Securities and prior to the requesting Holdereffective date of the Registration Statement filed in connection with such registration, only an amount the Company shall determine for any reason not to register or to delay registration of such Registrable Securities equal to Securities, the product of Company may, at its election, (i) the number give written notice of such determination not to register, and thereby be relieved of its obligation to register any Registrable Securities that remain available for in connection with such registration after (but not from any obligation of the underwriter's cutback Company to pay the registration expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Holder's percentage other securities. If the managing underwriter of ownership of all any underwritten offering under this Section 3(a) shall inform the Registrable Securities then outstanding (on an as-converted basis) (the "REGISTRABLE PERCENTAGE"); and (b) if the registration statement is not for a Qualified Public OfferingCompany by letter that, in its opinion, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount number or type of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's Registrable Percentage; provided, however, that the aggregate value of the Registrable Securities requested to be included in such registration may not be would adversely affect such offering, and the Company has so reduced advised the Investors in writing, then the Company will include in such registration, to less than 30% the extent of the total value of number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, and second, such Registrable Securities requested to be included in such registrationregistration pursuant to this Agreement and all other securities proposed to be registered, pro rata based on the number of securities proposed to be registered. If any Holder disapproves In the event the Company files a Registration Statement with the SEC for purposes of registering shares of Common Stock purchased or available for purchase by Lincoln Park Capital Fund, LLC or an Affiliate thereof (collectively, “Lincoln Park”), the Company shall only be required to include for registration those Registrable Securities of the terms Investors as are permitted by Lincoln Park in writing. In the event Lincoln Park permits the inclusion in the Registration Statement of any underwriting referred to all or a portion of the Investors’ Registrable Securities, such securities will be removed from the registration in this paragraph, it may elect to withdraw there from by written notice to the Company and event the underwriter. No incidental right under this paragraph shall be construed to limit any SEC finds that the registration required of the Common Stock under the other provisions Registration Statement is a primary offering under Rule 415 of this Agreementthe Securities Act and not a secondary offering under such rule. The Company shall use its best efforts to cause the Registration Statement to become effective within five (5) days of SEC clearance and will within said five (5) days request acceleration of effectiveness. The Company will notify each Investor that has Registrable Securities registered under the Registration Statement of the effectiveness of the Registration Statement within five (5) business days of such event.

REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES. (a) If, at any time any Registrable Securities are not at the time covered by any effective Registration Statement, the Company shall determine to register under the Securities Act of 1933, as amended (including pursuant to a demand of any stockholder of the Company exercising registration rights“Securities Ace’) any of the its shares of the Common Stock issuable upon conversion of the Company's Series A Preferred Stock, Series B Preferred Stock, of Series C Preferred Stock (other than its initial registered offering of shares to the public, or in connection with a merger or other business combination transaction that has been consented to in writing by holders of the SecuritiesSeries A Preferred Stock, or pursuant to Form S-8 when such filing has been consented to in writing by holders of the SecuritiesS-8), it shall send to each Holder written notice of such determination and, if within 20 days after receipt of such notice, such Holder shall so request in writing, the Company shall its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered. Notwithstanding the foregoing, if, in connection with any offering involving an underwriting of the Common Stock to be by issued by the Company, the managing underwriter shall impose a limitation on the number of shares of the Common Stock that may be included in any such registration statement because, in such underwriter's ’s judgment, such limitation is necessary based on market conditions: (a) if the registration statement is for a public offering of common stock on an underwritten "firm commitment" basis with gross proceeds to the Company of at least $25,000,000 (a "QUALIFIED PUBLIC OFFERING"), the Company may exclude, to the extent so advised by the underwriters, the Registrable Securities from the underwriting; provided, however, it being understood that if the Registrable Securities will be excluded from such underwriting prior to the exclusion from such offering of any securities with respect to which piggyback registration rights have been granted prior to the date of this Agreement. If the underwriters do not entirely exclude all shares of persons other than the Company Registrable Securities from such Qualified Public Offeringoffering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's ’s cutback and (ii) such Holder's ’s percentage of ownership of all the Registrable Securities then outstanding (on an as-as- converted basis) (the "REGISTRABLE PERCENTAGE"); and (b) if the registration statement is not for a Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's “Registrable Percentage; provided, however, that the aggregate value of the Registrable Securities to be included in such registration may not be so reduced to less than 30% of the total value of all securities included in such registration”). If any Holder disapproves of the terms of any underwriting referred to in this paragraph, it may elect to withdraw there from therefrom by written notice to the Company and the underwriter. No incidental right under this paragraph shall be construed to limit any registration required under the other provisions of this Agreement.

REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES. (a) IfThe Company agrees that it will prepare and file with the SEC, at any time within forty-five (45) days after the date hereof, a registration statement on Form S 1 (or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall determine deem appropriate and which form shall be available for the resale of the Registrable Securities to register be registered thereunder in accordance with the provisions of this Agreement and the Subscription Agreement and in accordance with the intended method of distribution of such securities), under the Securities Act (including pursuant to a demand of any stockholder the "Registration Statement"), at the sole expense of the Company exercising registration rights(except as provided in Section 3(c) any hereof), in respect of Investor, so as to permit a public offering and resale of the shares Securities under the Securities Act by Investor. The Company shall use its best efforts to cause the Registration Statement to become effective within five (5) days of Common Stock issuable upon conversion SEC clearance and will within said five (5) days request acceleration of effectiveness. If the Registration Statement is not declared effective by August 31, 2001, this Agreement and the Purchase Agreement shall terminate. The Company will notify the Investor of the Company's Series A Preferred Stock, Series B Preferred Stock, of Series C Preferred Stock (other than in connection with a merger or other business combination transaction that has been consented to in writing by holders effectiveness of the Securities, or pursuant to Form S-8 when such filing has been consented to in writing by holders of the Securities), it shall send to each Holder written notice Registration Statement within one Trading Day of such determination and, if within 20 days after receipt event. (b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Securities Act until the earliest of such notice, such Holder shall so request in writing, (i) the Company shall include in such registration statement all or any part date that none of the Registrable Securities are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to the Registration Statement, (iii) the date the holders thereof receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investor, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all Registrable Securities have been otherwise transferred to persons who may trade such Holder requests shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) all Registrable Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be registeredreasonably acceptable to the Investor. Notwithstanding (c) All fees, disbursements and out-of-pocket expenses and costs incurred by the foregoing, if, Company in connection with any offering involving an underwriting the preparation and filing of a Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Common Stock to Company) shall be issued borne by the Company. The Investor shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the managing Securities being registered and the fees and expenses of its counsel. The Investor and its counsel shall have a reasonable period, not to exceed seven (7) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide the Investor with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall make reasonably available for inspection by the Investor, any underwriter shall impose a limitation on participating in any distribution pursuant to the number of shares Registration Statement, and any attorney, accountant or other agent retained by the Investor or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Common Stock included in Company and its subsidiaries, and cause the Company's officers, directors and employees to supply all information reasonably requested by the Investor or any such registration statement becauseunderwriter, attorney, accountant or agent in connection with the Registration Statement, in such underwriter's judgmenteach case, such limitation as is necessary based on market conditions: (a) if the registration statement is customary for a public offering of common stock on an underwritten "firm commitment" basis with gross proceeds to the Company of at least $25,000,000 (a "QUALIFIED PUBLIC OFFERING"), the Company may exclude, to the extent so advised by the underwriters, the Registrable Securities from the underwritingsimilar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any material non-public information shall be kept confidential by the Investor and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of the Investor or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided further that, if the underwriters do not entirely exclude all shares foregoing inspection and information gathering would otherwise disrupt the Company's conduct of persons its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Investor and the other than parties entitled thereto by one firm of counsel designed by and on behalf of the majority in interest of Investor and other parties. The Company from shall qualify any of the securities for sale in such Qualified Public Offeringstates as the Investor reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be obligated required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Investor with copies of the Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Investor. (d) The Company shall not be required by this Section 3 to include the Investor's Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Investor and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Investor and the Company) the proposed offering or other transfer as to which such registration statementis requested is exempt from applicable federal and state securities laws and would result in the Investor or transferees obtaining securities which are not "restricted securities", with respect as defined in Rule 144 under the Securities Act. (e) If at any time or from time to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration time after the underwriter's cutback and effective date of the Registration Statement, the Company notifies the Investor in writing of the existence of a Potential Material Event (iias defined in Section 3(f) such Holder's percentage of ownership of all the Registrable Securities then outstanding (on an as-converted basisbelow) (the "REGISTRABLE PERCENTAGEBlackout Notice"); , the Investor upon receipt of such notice shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities from the time of the Blackout Notice until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (the "Blackout Termination Notice"). Such time period between the receipt by the Investor each of the Blackout Notice and the Blackout Termination Notice is the "Blackout Period". If the Company so suspends the right to such holders of Registrable Securities for more than thirty (b30) if days during any twelve month period during the registration statement periods the Registration Statement is not for a Qualified Public Offeringrequired to be in effect, the Company shall be obligated to include must compensate the Investor for any decline in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's Registrable Percentage; provided, however, that the aggregate market value of the Registrable Securities to be included in such registration may not be so reduced to less than 30% held by Investor at the beginning of the total value Blackout Period through the end of all securities included the Blackout Period in such registration. If any Holder disapproves of accordance with the terms of Section 2.5 of the Subscription Agreement. In the event that the Company issues more than one Blackout Notice during any twelve month period, each such additional Blackout Notes shall be deemed to commence a Blackout Period of thirty days, irrespective of the issuance of a Blackout Termination Notice earlier than thirty days following the issuance of such Blackout Notice. If a Potential Material Event shall occur prior to the date a Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than thirty (30) calendar days. (f) For purposes of Section 3(e), "Potential Material Event" means any of the following: (a) the possession by the Company of material information the disclosure of which in the Registration Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information. Section 4. Cooperation with Company. The Investor will cooperate with the Company in all respects in connection with this Agreement, including supplying on a timely basis all information reasonably requested by the Company (which shall include all information regarding the Investor and proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting referred agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. The Investor shall consent to be named as an underwriter in this paragraphthe Registration Statement. The Investor acknowledges that in accordance with current SEC policy, it may elect to withdraw there from by written notice to the Company and Investor will be named as an underwriter of the underwriterSecurities in the Registration Statement. No incidental right under this paragraph shall be construed to limit any registration required under the other provisions of this AgreementSection 5.

REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES. (a) If, at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of the shares of Common Stock issuable upon conversion of the Company's Series A Preferred Stock, Series B Preferred Stock, of Series C Preferred Stock (other than in connection with a merger or other business combination transaction that has been consented to in writing by holders of the Securities, or pursuant to Form S-8 when such filing has been consented to in writing by holders of the Securities), it shall send to each Holder written notice of such determination and, if within 20 days after receipt of such notice, such Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered. Notwithstanding the foregoing, if, in connection with any offering involving an underwriting of the Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of the Common Stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions: (a) if the registration statement is for a public offering of common stock on an underwritten "firm commitment" basis with gross proceeds to the Company of at least $25,000,000 (a "QUALIFIED PUBLIC OFFERINGQualified Public Offering"), the Company may exclude, to the extent so advised by the underwriters, the Registrable Securities from the underwriting; provided, however, that if the underwriters do not entirely exclude all shares of persons other than the Company from such Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's percentage of ownership of all the Registrable Securities then outstanding (on an as-converted basis) (the "REGISTRABLE PERCENTAGERegistrable Percentage"); and (b) if the registration statement is not for a Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter's cutback and (ii) such Holder's Registrable Percentage; provided, however, that the aggregate value of the Registrable Securities to be included in such registration may not be so reduced to less than 30% of the total value of all securities included in such registration. If any Holder disapproves of the terms of any underwriting referred to in this paragraph, it may elect to withdraw there from by written notice to the Company and the underwriter. No incidental right under this paragraph shall be construed to limit any registration required under the other provisions of this Agreement.