Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to make a Section 690 Application or register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option Shares.

Additional Registration Rights. If Issuer Optelecom at any time after during the exercise of twelve-month period commencing on the Option Closing Date proposes to make a Section 690 Application or register any shares of Issuer Optelecom Common Stock under the Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in connection with an a firm commitment underwritten public offering of such Issuer Common Stockoffering, Issuer it will promptly give written notice to the Holders Paragon Stockholders of its intention to do so and, upon and of such holders' rights under this section. Upon the written request of any Holder given such holder made within 30 fifteen days after the receipt of any such notice (which request shall specify the number of shares of Issuer Common Optelecom Shares intended to be included in disposed of by such underwritten public offering by the Holderholder), Issuer Optelecom will cause all such shares for which a Holder requests participation in such registration, use its best efforts to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in effect the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor form or a Section 690 Application that relates of all the Optelecom Shares which Optelecom has been so requested to a transaction that could be filed on Form S-4 of register by the Securities Act or any successor form if the Issuer Common Stock was not an Exempt SecurityParagon Stockholders. If the managing underwriter(s) underwriter advises Optelecom in writing that, in its opinion, the amount of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock securities requested to be included in such registration by all selling stockholders exceeds the number amount which can be sold in such offering, Issuer shall only so as to be likely to have an adverse effect on such offering as contemplated by Optelecom (including the price at which Optelecom proposes to sell such securities), then Optelecom will include in such registration such number or dollar (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of Option Shares securities requested to be included in such registration by selling stockholders which, in the good faith opinion of the such managing underwriter(s)underwriter, can be sold without materially and adversely affecting having the adverse effect referred to above, such offering. Any shares amount to be excluded shall allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be determined included in the following order registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) on the Issuer same terms and (iv) the Option Sharesconditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. If For two years after the ------------------------------ exercise of the Option, if Issuer at any time after the exercise of the Option proposes to make a Section 690 Application or register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the registration because, in such underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of the Issuer Common Stock with respect to which the Holders have requested inclusion hereunder, or (ii) in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application form, in which case Issuer shall not be required to include any of Holder's shares in the registration; provided, further, however, that relates an election pursuant to a transaction that could (i) may be filed on Form S-4 only made one time. If some but not all the shares of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 9(b), shall be excluded from such registration statement advise registration, Issuer shall make appropriate allocation of shares to be registered among the Holders desiring to register their shares pro rata in the proportion that in their opinion the number of shares requested to be registered by each such Holder bears to the total number of shares requested to be registered by all such Holders then desiring to have Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, registered for sale. Issuer shall only include in such not be obligated to effect more than one (1) registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option SharesSection 9(b).

Additional Registration Rights. If Issuer Optelecom at any time after during the exercise of twelve- month period commencing on the Option Closing Date proposes to make a Section 690 Application or register any shares of Issuer Optelecom Common Stock under the Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in connection with an a firm commitment underwritten public offering of such Issuer Common Stockoffering, Issuer it will promptly give written notice to the Holders Paragon Stockholders of its intention to do so and, upon and of such holders' rights under this section. Upon the written request of any Holder given such holder made within 30 fifteen days after the receipt of any such notice (which request shall specify the number of shares of Issuer Common Optelecom Shares intended to be included in disposed of by such underwritten public offering by the Holderholder), Issuer Optelecom will cause all such shares for which a Holder requests participation in such registration, use its best efforts to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in effect the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor form or a Section 690 Application that relates of all the Optelecom Shares which Optelecom has been so requested to a transaction that could be filed on Form S-4 of register by the Securities Act or any successor form if the Issuer Common Stock was not an Exempt SecurityParagon Stockholders. If the managing underwriter(s) underwriter advises Optelecom in writing that, in its opinion, the amount of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock securities requested to be included in such registration by all selling stockholders exceeds the number amount which can be sold in such offering, Issuer shall only so as to be likely to have an adverse effect on such offering as contemplated by Optelecom (including the price at which Optelecom proposes to sell such securities), then Optelecom will include in such registration such number or dollar (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of Option Shares securities requested to be included in such registration by selling stockholders which, in the good faith opinion of the such managing underwriter(s)underwriter, can be sold without materially and adversely affecting having the adverse effect referred to above, such offering. Any shares amount to be excluded shall allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be determined included in the following order registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) on the Issuer same terms and (iv) the Option Sharesconditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. If Issuer at the Corporation grants registration rights to holders of any time after the exercise security of the Option proposes Corporation which are more favorable to make a Section 690 Application or register any shares of Issuer Common Stock under such holders than the Securities Act in connection with an underwritten public offering of registration rights granted hereunder, then such Issuer Common Stock, Issuer will promptly give written notice more favorable registration rights shall also be deemed to be granted to the Holders of the Registrable Securities hereunder, and the Corporation covenants and agrees to take any and all steps necessary to modify the terms of this Agreement to so provide. (g) Obligations of the Corporation. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (i) Except as otherwise provided in Section 4(b), prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its intention best efforts to do so cause such registration statement to become and remain effective within one hundred fifty (150) calendar days of notice from the Holders of the Registrable Securities provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto pursuant to Section 4(e), including documents incorporated by reference after the initial filing of the registration statement and prior to effectiveness thereof, the Corporation shall furnish to one firm of counsel for the Holders (selected by a majority of the Holders) copies of all such documents in the form substantially as proposed to be filed with the Commission at least four (4) business days prior to filing for review and comment by such counsel, which opportunity to comment shall include an absolute right to control or contest disclosure if the applicable Holder reasonably believes that it may be subject to controlling person liability under applicable securities laws with respect thereto; (ii) Except as otherwise provided in Section 4(b), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement and to keep such registration statement effective, in the case of a firm commitment underwriting, until each underwriter has completed the distribution of all securities purchased by it and, upon in the written request case of any Holder given within 30 other offering, until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) calendar days after receipt of any such notice (which request shall specify the number of shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offeringeffective date thereof; provided, however, that Issuer may elect such 180-day period shall be extended for a period of time equal to not cause the period the Holder refrains from selling any Registrable Securities included in such shares registration at the request of an underwriter of the Common Stock or if the Corporation has provided the notice described in subparagraph (vii) below; (iii) In connection with a registration pursuant to Section 4(e), promptly notify each Holder of any stop order issued or threatened to be so registered issued by the Commission in connection therewith (and take all reasonable actions required to prevent the case entry of such stop order or to remove it if entered); (iv) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with her documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration; (v) Use its best efforts (i) to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, and (ii) in connection with a registration pursuant to Section 4(e), to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 the lifting of any suspension of the Securities Act qualification (or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 exemption from qualification) of the offer and transfer of any of the Registrable Securities Act in any jurisdiction, at the earliest possible moment; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any successor form such states or jurisdictions; (vi) Use its best efforts to list the securities covered by such registration statement with any securities exchange, if any, on which the Issuer Common Stock was not of the Corporation is then listed; (vii) In the event of any underwritten public offering, enter into and perform its obligations under an Exempt Security. If underwriting agreement, in usual and customary form, with the managing underwriter(s) of the offering pursuant to such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (viii) Notify each Holder of Registrable Securities and each underwriter under such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration exceeds statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly thereafter, prepare and furnish to all Holders a reasonable number which can of copies of an amended to or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ix) Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities, and (B) a "comfort" letter dated as of such offeringdate, Issuer shall only include from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities; (x) In connection with a registration pursuant to Section 4(e), provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date note later than the effective date of such number registration statement; (xi) Make available for inspection by each seller of Registrable Securities, any underwriter participating in any registration statement, and any attorney, accountant by such seller or dollar amount of Option Shares whichunderwriter, in the good faith opinion all financial and other records, pertinent corporate documents and properties of the managing underwriter(sCorporation, and cause the Corporation's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (xii) In connection with a registration pursuant to Section 4(e), can be sold without materially use the Corporation's reasonable efforts to provide a CUSIP number for the Registrable Securities prior to the effective date of the first registration statement including Registrable Securities; and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (ixiii) securities held by any Person not having any contractual In connection with a registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not Section 4(e), take such other actions as are reasonably required in this Agreement, order to expedite or facilitate the disposition of Registrable Securities included in each such registration. (iii) the Issuer and (iv) the Option Shares.h)

Additional Registration Rights. If Issuer (a) If, at any time after the exercise date of this Agreement, the Option Company proposes to make a Section 690 Application or register any shares of Issuer Common Stock its common stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 ( or an equivalent general registration form then in connection with effect) for purposes of an underwritten public offering or sale by or on behalf of the Company of common stock for its own account (a "primary offering") or upon the request or for the account of any holder (a "Registering Shareholder") of common stock (a "secondary offering"), or for purposes of a combined primary and secondary offering (a "Combined offering"), then in each such Issuer Common Stockcase the Company shall, Issuer either prior to or not later than 15 days after the time when any such registration statement is filed with the Commission, request the managing underwriter for such offering whether any or all the Shares held by Holders could be included in such offering without adversely affecting the marketing of the Company's intended offering. If the managing underwriter indicates that some or all the Shares could be so included, then the Company will promptly give written notice thereof to each Holder of Shares. Such notice shall specify, at a minimum, the Holders estimated effective date of its intention such registration statement, the proposed means of distribution of such shares, the managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price appears, or is proposed to do so andappear, upon on the facing page of such registration statement. Upon the written request of any Holder given within 30 days after receipt direction of any such Holder of Shares, given within 10 days of the receipt by such Holder of any such written notice (which request direction shall specify the that such Holder would like to include its pro rata number of Shares (based on the total number of Shares that the Holders are entitled to include in such offering) in such offering), the Company shall include in such registration statement all of such pro rata Shares then owned by such Holder. The expenses of counsel incurred by any such Holder, and any underwriters discounts or commissions, shall be for the account of such Holder. Any such Holder shall have the right to withdraw such direction by giving written notice to the Company to such effect within 5 days after giving such direction. Notwithstanding the foregoing, no Holder of Shares shall have any right hereunder if the registration proposed to be effected by the Company relates solely to shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for common stock which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application are issuable solely to implement an directors, officers, employees, celebrities and consultants of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option Sharesarrangement.

Additional Registration Rights. If For two years after the exercise ------------------------------ of the Option, if Issuer at any time after the exercise of the Option proposes to make a Section 690 Application or register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the registration because, in such underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of the Issuer Common Stock with respect to which the Holders have requested inclusion hereunder, or (ii) in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application form, in which case Issuer shall not be required to include any of Holder's shares in the registration; provided, further, however, that relates an election pursuant to a transaction that could (i) may be filed on Form S-4 only made one time. If some but not all the shares of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 9(b), shall be excluded from such registration statement advise registration, Issuer shall make appropriate allocation of shares to be registered among the Holders desiring to register their shares pro rata in the proportion that in their opinion the number of shares requested to be registered by each such Holder bears to the total number of shares requested to be registered by all such Holders then desiring to have Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, registered for sale. Issuer shall only include in such not be obligated to effect more than one (1) registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option SharesSection 9(b).