Common use of Grant of Registration Rights Clause in Contracts

Grant of Registration Rights. The Selling Stockholder shall have the right to include, at any time during the twelve (12) months following the date of this Amendment, the Agreed Post-Closing Shares as part of registration of securities filed by the Company (other than a registration statement (i) filed in connection with any employee stock option or other benefit plan pursuant to Form S-8 or any equivalent form, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan), in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section) and to permit the sale or other disposition of such Agreed Post-Closing Shares in accordance with the intended method(s) of distribution thereof only to the extent such Agreed Post-Closing Shares have not been previously registered for resale by the Selling Stockholder or are otherwise able to be resold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; provided, however, that, in the case of an underwritten offering, if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Agreed Post-Closing Shares, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed without materially and adversely affecting the entire offering, then the Company will still be required to include the Agreed Post-Closing Shares, but may require the Selling Stockholder to agree, in writing, to delay the sale of all or any portion of the Agreed Post-Closing Shares for a period of ninety (90) days from the effective date of the underwritten offering. The Company shall bear all fees and expenses attendant to registering the Agreed Post-Closing Shares contemplated hereunder. In the event of such a proposed registration, the Company shall furnish the then Selling Stockholder of outstanding Agreed Post-Closing Shares with not less than five (5) days written notice prior to the proposed date of filing of such registration statement. The holders of the Agreed Post-Closing Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within five (5) days of the receipt of the Company’s notice of its intention to file a registration statement.”

Grant of Registration Rights. The Selling Stockholder Company hereby grants the following registration rights to holders of the Securities offered in the accompanying Private Placement Memorandum. (a) On one occasion, for a period commencing 270 days after the Closing Date, but not later than three years after the Closing Date, the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the "Registrable Securities", shall prepare and file with the SEC a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or are otherwise salable pursuant to an exemption from registration. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 2(a). As a condition precedent to the right inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 2(a) shall be limited to include, one registration statement. (b) If the Company at any time during proposes to register any of its securities under the twelve (12) months following Act for sale to the date public, whether for its own account or for the account of this Amendmentother security holders or both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 30 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Agreed Post-Closing Shares Company will cause such Registrable Securities as part of to which registration of shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company (other than a registration statement (i) filed in connection with any employee stock option or other benefit plan pursuant to Form S-8 or any equivalent formCompany, (ii) for an exchange offer or offering of securities solely all to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan), in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section) and extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Agreed Post-Closing Shares Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 2(b) or 2(d) shall be, in accordance with whole or in part, an underwritten public offering of common stock of the intended method(s) Company, the number of distribution thereof only shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such Agreed Post-Closing Shares have not been previously registered for resale inclusion would adversely affect the marketing of the securities to be sold by the Selling Stockholder or are otherwise able to be resold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwiseCompany therein; provided, however, that, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the case of an underwritten offering, if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offeringforgoing provisions, the inclusion of the Agreed Post-Closing Shares, when added Company may withdraw any registration statement referred to in this Section 2(b) without thereby incurring any liability to the securities being registered Seller. (c) If, at the time any written request for registration is received by the Company or the selling stockholder(spursuant to Section 2(a), will exceed the maximum amount Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 2(b) rather than Section 2(a), and the rights of the Company’s securities which can holders of Registrable Securities covered by such written request shall be marketed without materially and adversely affecting governed by Section 2(b). (d) The Company shall file with the entire offering, then the Company will still be required to include the Agreed Post-Closing Shares, but may require the Selling Stockholder to agree, in writing, to delay the sale of all or any portion Commission within 120 days of the Agreed Post-final Closing Shares for Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a period of ninety (90) Registration Statement within 270 days from the effective date of the underwritten offeringClosing Date (the "Effective Date"). The Company will register one share of Common Stock in the afore described registration statement for each share of Common Stock contained in the Units and one share of Common Stock for each common share issuable upon exercise of the Warrants. The Registrable Securities shall bear all fees be reserved and expenses attendant to registering set aside exclusively for the Agreed Post-Closing Shares contemplated hereunderbenefit of the Subscriber and not issued, employed or reserved for anyone other than the Subscriber. In the event of such a proposed registration, the Company shall furnish may delay the then Selling Stockholder Filing Date and Effective Date during the pendency of outstanding Agreed Post-Closing Shares negotiations with an underwriter for an initial public offering by the Company of its securities. Any such delay may not less be longer than five thirty (530) days written notice prior to in connection with the proposed date of filing of such registration statement. The holders of the Agreed Post-Closing Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within five Filing Date and sixty (560) days of in connection with the receipt of the Company’s notice of its intention to file a registration statementEffective Date.”

Grant of Registration Rights. The Selling Stockholder Company hereby grants the following registration rights to holders of the Securities offered in the accompanying Private Placement Memorandum. (a) On one occasion, for a period commencing 270 days after the Closing Date, but not later than three years after the Closing Date, the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the "Registrable Securities", shall prepare and file with the SEC a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or are otherwise salable pursuant to an exemption from registration. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 2(a). As a condition precedent to the right inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 2(a) shall be limited to include, one registration statement. (b) If the Company at any time during proposes to register any of its securities under the twelve (12) months following Act for sale to the date public, whether for its own account or for the account of this Amendmentother security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 30 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Agreed Post-Closing Shares Company will cause such Registrable Securities as part of to which registration of shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company (other than a registration statement (i) filed in connection with any employee stock option or other benefit plan pursuant to Form S-8 or any equivalent formCompany, (ii) for an exchange offer or offering of securities solely all to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan), in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section) and extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Agreed Post-Closing Shares Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 2(b) or 2(d) shall be, in accordance with whole or in part, an underwritten public offering of common stock of the intended method(s) Company, the number of distribution thereof only shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such Agreed Post-Closing Shares have not been previously registered for resale inclusion would adversely affect the marketing of the securities to be sold by the Selling Stockholder or are otherwise able to be resold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwiseCompany therein; provided, however, that, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the case of an underwritten offering, if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offeringforgoing provisions, the inclusion of the Agreed Post-Closing Shares, when added Company may withdraw any registration statement referred to in this Section 2(b) without thereby incurring any liability to the securities being registered Seller. (c) If, at the time any written request for registration is received by the Company or the selling stockholder(spursuant to Section 2(a), will exceed the maximum amount Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 2(b) rather than Section 2(a), and the rights of the Company’s securities which can holders of Registrable Securities covered by such written request shall be marketed without materially and adversely affecting governed by Section 2(b). (d) The Company shall file with the entire offering, then the Company will still be required to include the Agreed Post-Closing Shares, but may require the Selling Stockholder to agree, in writing, to delay the sale of all or any portion Commission within 120 days of the Agreed Post-final Closing Shares for Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a period of ninety (90) Registration Statement within 270 days from the effective date of the underwritten offeringClosing Date (the "Effective Date"). The Company will register one share of Common Stock in the afore described registration statement for each share of Common Stock contained in the Units and one share of Common Stock for each common share issuable upon exercise of the Warrants. The Registrable Securities shall bear all fees be reserved and expenses attendant to registering set aside exclusively for the Agreed Post-Closing Shares contemplated hereunderbenefit of the Subscriber and not issued, employed or reserved for anyone other than the Subscriber. In the event of such a proposed registration, the Company shall furnish may delay the then Selling Stockholder Filing Date and Effective Date during the pendency of outstanding Agreed Post-Closing Shares negotiations with an underwriter for an initial public offering by the Company of its securities. Any such delay may not less be longer than five thirty (530) days written notice prior to in connection with the proposed date of filing of such registration statement. The holders of the Agreed Post-Closing Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within five Filing Date and sixty (560) days of in connection with the receipt of the Company’s notice of its intention to file a registration statementEffective Date.”

Grant of Registration Rights. The Selling Stockholder shall have the right (a) Whenever Keystone proposes to include, at register any time during the twelve (12) months following the date of this Amendment, the Agreed Post-Closing Shares as part of registration of its securities filed by the Company (other than a registration statement (i) filed in connection with any employee stock option or other benefit plan pursuant to Form S-8 or any equivalent form, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan), in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section) and to permit the sale or other disposition of such Agreed Post-Closing Shares in accordance with the intended method(s) of distribution thereof only to the extent such Agreed Post-Closing Shares have not been previously registered for resale by the Selling Stockholder or are otherwise able to be resold immediately without registration under the Securities Act either of 1933, as amended (the "Securities Act"), and the registration form to be used therefor may be used for the registration of the Common Stock of Keystone (other than Forms S-8 or S-4 or any successor thereto), Keystone shall give prompt written notice to all holders of the shares of the Common Stock of Keystone issued in exchange for shares of the Common Stock of North Star pursuant to Rule 144 of the Securities Act or otherwise; provided, however, that, in the case of an underwritten offering, if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offeringMerger Agreement (collectively, the inclusion "Registerable Shares") of the Agreed Post-Closing Sharesits intention to effect such a registration and, when added subject to the securities being registered by the Company or the selling stockholder(s)terms and conditions contained in this Agreement, will exceed the maximum amount of the Company’s securities which can be marketed without materially and adversely affecting the entire offering, then the Company will still be required shall include in such registration up to include the Agreed Post-Closing Shares, but may require the Selling Stockholder 600,000 Registerable Shares (subject to agree, adjustment in writing, to delay the sale of all or any portion of the Agreed Post-Closing Shares for a period of ninety (90) days from the effective date of the underwritten offering. The Company shall bear all fees and expenses attendant to registering the Agreed Post-Closing Shares contemplated hereunder. In the event of such a proposed registrationstock split, the Company shall furnish the then Selling Stockholder stock combination or recapitalization of outstanding Agreed Post-Closing Shares Keystone) with not less than five (5) days respect to which Keystone has received written notice prior to the proposed date of filing of such registration statement. The holders of the Agreed Post-Closing Shares shall exercise the “piggy-back” rights provided requests for herein by giving written notice, inclusion therein within five (5) days after Keystone has given the notice required by this Section 1(a). (b) If a registration subject to Section 1(a) is an underwritten registration, and the managing underwriters advise Keystone in writing that in their opinion the number of securities to be included in such registration exceeds the number which can be sold in such offering, Keystone shall include in such registration (i) first, the securities Keystone proposes to sell, (ii) second, such number of the receipt Registerable Shares (up to 600,000, subject to adjustment in the event of a stock split, stock combination or recapitalization of Keystone) requested to be included in such registration as the managing underwriters believe can be sold in such offering, pro rata among the holders of such Registerable Shares on the basis of the Company’s number of Registerable Shares owned by each such holder and (iii) third, other securities requested to be included in such registration; PROVIDED, however, that the Shareholders shall have the right to include any Registerable Shares which are thus excluded from such registration in the next registration statement of Keystone under the Securities Act which may be used for the registration of the Common Stock of Keystone (other than Forms S-8 or S-4), all on the terms and conditions set forth in this Agreement applicable to the initial exercise by the Shareholders of registration rights hereunder. (c) Except as expressly provided in the proviso to Section 1(b), notwithstanding anything to the contrary contained in this Agreement, Keystone shall be required to give notice to the holders of its intention Registerable Shares of a registration, and to file a include therein Registerable Shares, only with respect to the first registration statementof the securities of Keystone occurring after the Merger.”

Grant of Registration Rights. The Selling Stockholder shall have Txx Xxxxxny agrees to assist the right Investor in causing common stock into which the Preferred Shares convert to includebe freely tradable within 365 days of the closing off this agreement, at any time during whether through an exemption under Rule 144 of the twelve (12) months following Securities Act, through registration on Form S-8 other registration statement. Should the date Company use a method of registration other than by registration on Form S-8, then subject to the terms and conditions of this AmendmentAgreement, the Agreed Post-Closing Shares as part of registration of securities filed by should the Company undertake to register the common stock into which the Preferred Shares convert, (other than i) the Company agrees to file a registration statement under the Securities Act covering the Conversion Shares issuable upon exercise of the conversion of the Preferred Shares (i) filed in connection with any employee stock option or other benefit plan pursuant to Form S-8 or any equivalent form, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan"Registrable Securities"), in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section) and to permit the sale or other disposition of such Agreed Post-Closing Shares in accordance with the intended method(s) method or methods of distribution thereof only to the extent such Agreed Post-Closing Shares have not been previously registered for resale and shall include all financial statements required by the Selling Stockholder or are otherwise able SEC to be resold immediately without registration under filed therewith (referred to herein, together with all amendments thereto and the Securities Act either pursuant to Rule 144 of the Securities Act or otherwiserelated prospectus, as amended, a "Registration Statement"); provided, however, that, in that the case of an underwritten offering, if, in Company is not obligated to file any Registration Statement until the written opinion date which is within one year following the completion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion closing of the Agreed Post-Closing Shares, when added to purchase and sale of Preferred Shares in this Offering or the securities being registered termination of the Offering by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed without materially and adversely affecting the entire offering, then ; (ii) the Company will still agrees to undertake commercially reasonable efforts to cause such Registration Statement to be required declared effective by the SEC within one hundred eighty (180) days after such filing; and (iii) if the Company is eligible to include incorporate periodic reports by reference into such Registration Statement, and such Registration Statement is declared effective, undertake commercially reasonable efforts to keep the Agreed Post-Closing SharesRegistration Statement continuously effective, but may require the Selling Stockholder to agree, in writing, to delay the sale of all or any portion of the Agreed Post-Closing Shares supplemented and amended for a period of ninety (90) days from the effective date one year. Any other provision of the underwritten offering. The Company shall bear all fees and expenses attendant to registering the Agreed Post-Closing Shares contemplated hereunder. In the event of such a proposed registrationthis Agreement notwithstanding, the Company shall furnish not be obligated to file or maintain the then Selling Stockholder effectiveness of outstanding Agreed Post-Closing Shares any registration statement if the Company, in the exercise of its reasonable good faith judgment, determines: (i) that such registration would have a material adverse effect on the business, prospects, finances or operations of the Company (without regard to the costs directly related to preparing and filing the registration statement); or (ii) that such registration would interfere with not less than five (5) days written notice any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries or because public disclosure thereof would be required prior to the proposed date time such disclosure might otherwise be required, or when the Company is in possession of filing of such registration statement. The holders of the Agreed Postmaterial non-Closing Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within five (5) days of the receipt of the Company’s notice of its intention public information that it deems advisable not to file disclose in a registration statement.”