Common use of Required Registrations Clause in Contracts

Required Registrations. (a) Commencing on January 23, 1999, a Stockholder or Stockholders holding in the aggregate at least 51% of the Registrable Shares may request, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described below), that the Company effect the registration of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $3,000,000 (based on the last reported sale price for the Common Stock on the business day preceding the date of such written request, as reported by the NASDAQ National Market System or any other exchange or market on which the Common Stock is then listed or included for quotation). Upon receipt of any such request, the Company shall within 10 days give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Securities Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request.

Required Registrations. If on any three occasions (aproviding the offering is consummated) Commencing on January 23, 1999, a Stockholder one or Stockholders holding in the aggregate more holders of at least 5160% of the Registrable Shares may request, shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (which 30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall state not be required to effect more than two registrations pursuant to this Section 5.02 (providing the number offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be so registered, required to effect a registration pursuant to this Section 5.02 unless the intended method of distribution and a certification as to the minimum market value of such shares as described below)any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, that before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) thirty-six (36) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company effect or for a period of sixty (60) days while the Company is actively in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's current circumstances. - 20 - 21 5.03. REGISTRATIONS ON FORMS S-2 OR S-3. In addition to the rights provided the holder of Registrable Shares in Sections 5.01 and 5.02 above, if the registration of Registrable Shares owned under the Securities Act can be effected on Forms S-2 or S-3 (or any similar form promulgated by such Stockholder the Commission), then upon the written request of one or Stockholders having an aggregate offering price more holders of at least $3,000,000 (based on a majority of the last reported sale price for Registrable Shares, the Common Stock on the business day preceding the date Company will so notify each holder of such written requestRegistrable Shares, including each holder who has a right to acquire Registrable Shares, and then will, as reported by expeditiously as possible, use its best efforts to effect qualification and registration under the NASDAQ National Market System Securities Act on Forms S-2 or any other exchange S-3 of all or market on which such portion of the Common Stock is then listed Registrable Shares as the holder or included for quotation). Upon receipt of any such requestholders shall specify; provided, however, the Company shall within 10 days give written notice of such proposed not be required to effect a registration pursuant to all Stockholders. Such Stockholders shall have this Section 5.03 unless the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all market value of the Registrable Shares requested to be registered by all Stockholders may not be included sold in the offering, then all Stockholders who have requested any such registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested be estimated to be so registeredat least $1,000,000 at the time of filing such registration statement before calculation of underwriting discounts and commissions, provided, however, and further provided that the number of Registrable Shares Company shall not be reduced unless all securities that are not Registrable Shares are first excluded from required to effect more than two (2) registrations during any twelve (12) month period pursuant to this Section 5.03 and six (6) registrations in the underwritingaggregate under this Section 5.03. Thereupon, No request for registration under this Section 5.03 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company shall file or for a Registration Statement under period of sixty (60) days while the Securities Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified Company is actively in the written process of preparing a registration requeststatement.

Required Registrations. If on any one occasion (aproviding the offering is consummated) Commencing on January 23, 1999, a Stockholder one or Stockholders holding in the aggregate more holders of at least 5160% of the Registrable Shares may request, shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (which 30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall state not be required to effect more than one registration pursuant to this Section 5.02 (providing the number offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be so registered, required to effect a registration pursuant to this Section 5.02 unless the intended method of distribution and a certification as to the minimum market value of such shares as described below), that the Company effect the any offering and registration of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of made pursuant thereto is at least $3,000,000 3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (based on the last reported sale price for the Common Stock on the business day preceding i) twenty-six (26) months following the date of such written request, as reported by the NASDAQ National Market System or any other exchange or market on which the Common Stock is then listed or included for quotation). Upon receipt of any such request, the Company shall within 10 days give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Securities Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request.the

Required Registrations. If at any time during the period beginning 90 days after the effective date of the Company's first registration statement under the Securities Act and ending five years thereafter, an Investor or Investors holding Registrable Securities notifies the Company in writing that they intend to offer or cause to be offered for public sale such portion of their Registrable Securities, (ai) Commencing on January 23, 1999, a Stockholder or Stockholders holding in the case of a proposed registration on Form S-1, as is anticipated to result in aggregate offering proceeds to such Investors, net of underwriter discounts and commissions, of at least 51$10 million (or at least 80% of the Registrable Shares may requestSecurities of the Investors, in writing (which request shall state the number of Registrable Shares to be so registered, the intended method of distribution and a certification as to the market value of such shares as described belowif less), that and (ii) in the Company effect the case of a proposed registration of Registrable Shares owned by such Stockholder or Stockholders having an on Form S-3, as is anticipated to result in aggregate offering price proceeds to such Investors, net of underwriter discounts and commissions, of at least $3,000,000 500,000 (based on or at least 80% of the last reported sale price for Registrable Securities of the Common Stock on Investors, if less), the business day preceding Company will notify all of the date Holders who would be entitled to notice of a proposed registration under Section 7.1 above and any other holder of piggyback registration rights of its receipt of such written request, as reported by the NASDAQ National Market System notification from such Investor or any other exchange or market on which the Common Stock is then listed or included for quotation)Investors. Upon receipt the written request of any such request, Holder or other holder of the Company shall within 10 days give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice Company's securities delivered to the Company within 30 20 days after receipt from the Company provides its noticeof such notification, to the Company will either (i) elect to have included make a primary offering in which case the rights of such Holders shall be as set forth in Section 7.1 above (in which case the registration shall not count as one of the Investors' permitted demand registrations hereunder), or (ii) use its best efforts to cause such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares Securities as may be requested by any Holders and any other holders of piggyback registration rights to be registered by all Stockholders may not be included under the Securities Act in accordance with the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number terms of Registrable Shares which they have requested to be so registered, this Section 7.2; provided, however, that the number of shares of Registrable Shares Securities of the Holders included in any such offering shall in no event be less than twenty-five percent (25%) of the aggregate number of shares of capital stock to be registered, unless the aggregate number of shares of Registrable Securities the Holders requested in writing to be in such offering is less than twenty-five percent (25%) of the aggregate number of shares of capital stock to be registered. The Company will not be obligated pursuant to this Section 7.2 to effect (i) more than one registration statement on Form S-1 or S-2, and (ii) more than one registration statement on Form S-3 per any twelve-month period. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company's Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall not be reduced unless all securities required to cause a registration statement requested pursuant to this Section 7.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors that are not Registrable Shares are first excluded from the underwriting. ThereuponCompany is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the SEC under the Securities Act is applicable); provided, however, that the Company shall file a Registration Statement under the Securities Act, use its best efforts to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration requestachieve such effectiveness promptly.

Required Registrations. If on any two occasions (aproviding the offering is consummated) Commencing on January 23, 1999, a Stockholder one or Stockholders holding in the aggregate more holders of at least 5160% of the Registrable Shares may request, shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (which 30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall state not be required to effect more than two registrations pursuant to this Section 5.02 (providing the number offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be so registered, required to effect a registration pursuant to this Section 5.02 unless the intended method of distribution and a certification as to the minimum market value of such shares as described below), that the Company effect the any offering and registration of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of made pursuant thereto is at least $3,000,000 3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (based on the last reported sale price for the Common Stock on the business day preceding i) thirty-six (36) months following the date of such written request, as reported the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the NASDAQ National Market System Company or any other exchange or market on which the Common Stock is then listed or included for quotation). Upon receipt of any such request, while the Company shall within 10 days give written notice is in the process of such proposed preparing a registration to all Stockholdersstatement. Such Stockholders The Company shall have the right, by giving written notice right to the Company within 30 delay any registration under this section for up to 90 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering Company's Board of Directors reasonably determines that, because of marketing factors, all such delay is necessary in view of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered, provided, however, that the number of Registrable Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Securities Act, to the extent necessary to permit the sale or other disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration requestCompany's current circumstances.