Common use of Inclusion in Registration of Other Securities Clause in Contracts

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Warrants exercises such Representative's Warrants but shall not have included all the Underlying Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to and through the end of the fifth anniversary of year after the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five ten (10) business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Warrants exercises such Representative's Warrants but shall not have included all the Underlying Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Warrants, the registration rights set forth in this Section 3(c3(c)(2) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Warrants exercises such Representative's Warrants but shall not have included all the Underlying Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Representatives' Warrants exercises such Representative's Representatives' Warrants but shall not have included all the Underlying Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Representatives' Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock Shares or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Representatives' Warrants exercises such Representative's Representatives' Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Representatives' Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Underwriter Warrants exercises such Representative's Underwriter Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section 3(c3(d) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the first anniversary of the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement registration statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement registration statement all or such portion of the Underwriter's Warrant, the Underlying Securities Common Stock and the Warrant Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of any of the Representative's Underwriter Warrants exercises such Representative's his Underwriter Warrants but shall not have included all the Underlying Securities Common Stock in a registration statement containing a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section Subsection 3(c) shall be extended until such time as (i) i)the registration statement containing such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Common Stock in the manner proposed. Company's Obligations in Registration. In the event you timely elect to participate in an offering by including your Underwriter's Underwriter Warrants, the Underlying Common Stock or the Warrant Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall: Notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; Comply with all applicable rules and regulations of the Commission; Notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. During the time when a Registration Statement is required to be delivered under the Act during the period required for the distribution of the Underlying Common Stock, comply so far as it is able with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Underlying Common Stock. If at any time when a Registration Statement relating to the Underlying Common Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the Registration Statement relating to the Underlying Common Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such Registration Statement to comply with the Act, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). Endeavor in good faith, in cooperation with you, at or prior to the time the registration statement becomes effective, to qualify the Underlying Common Stock for offering and sale under the securities laws relating to the offering or sale of the Underlying Common Stock of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Common Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, "good faith" is defined as the same standard of care and degree of effort as the Company will use to qualify its securities other than the Underlying Common Stock. Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the registration statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the registration statement. After the effective date of such registration statement, prepare, and promptly notify you of the proposed filing of, and promptly file with the Commission, each and every amendment or supplement thereto or to any Registration Statement forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. Furnish to you, as soon as available, copies of any such registration statement and each preliminary or final Registration Statement, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; Make such representations and warranties to any underwriter of the Underlying Common Stock, and use your best efforts to cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and Pay all costs and expenses incident to the performance of the Company's obligations under Subsection 3(c) above and under this Subsection 3(f), including without limitation the fees and disbursements of Company auditors, engineers and legal counsel, of legal counsel for you and of legal counsel responsible for qualifying the Underlying Common Stock under blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Common Stock, and all expenses in connection with the qualification of the Underlying Common Stock under blue sky laws provided, however, that the Company shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the included Underlying Common Stock.

Inclusion in Registration of Other Securities. If at any time commencing one year after the first anniversary of the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock Preferred Stock, Warrants or Other SecuritiesSecurities (other than in connection with a merger or acquisition or an employee benefit plan), the Company shall at least 30 days prior to the filing of such Registration Statement registration statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five 10 business days after the giving your receipt of such notice by from the Company, shall include or cause to be included in any such Registration Statement registration statement all or such portion of the Underlying Securities and the Warrant Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock Preferred Stock, Warrants, or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of any of the Representative's Underwriter Warrants exercises such Representative's his Underwriter Warrants but shall not have included all the Underlying Securities or Warrant Stock in a Registration Statement registration statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section Subsection 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities the registration statement has been effective for at least 30 calendar days, or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities or Warrant Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the proposes to file a registration on an appropriate form statement under the Act covering a proposed sale of any shares of Common Stock (other than registration statements under a Form S-8 (or Other Securitiessuccessor forms) to register interests in employee benefit plans or Form S-4 (or successor forms) to register securities issued in connection with mergers or acquisitions), the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall use its reasonable best efforts to include or cause to be included in any such Registration Statement all or such portion of the Underlying Warrant Securities as you may request. If the proposed offering is an underwritten offering, providedthe Company shall direct and use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, howeverin its opinion, that the inclusion in such offering of and of the Warrant Securities would materially adversely affect the distribution of such offering) to permit you to include in the registration and proposed offering such Warrant Securities as you request, and the Company shall use its reasonable best efforts to include such Warrant Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, your right to registration pursuant to this Section 3(c) shall be conditioned upon (i) your participation in such underwriting and the inclusion of the Warrant Securities to be sold by you in the underwriting and (ii) your execution of the underwriting agreement entered into by the Company which includes customary terms and conditions relating to sales by shareholders. The foregoing notwithstanding, in the case of an underwritten offering, if the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Warrant Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be reduced in the following order: (i) first, Warrant Securities and such other securities requested to be included by holders of such other securities shall be excluded pro rata, and (ii) second, the securities the Company proposes to include therein shall be excluded. In any event, the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Warrants exercises such Representative's Warrants but shall not have included all the Underlying Warrant Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Warrant Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Warrant Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate a form under the Act of any shares of Common Stock or Other SecuritiesSecurities (which form is appropriate for inclusion therein of the underlying Common Stock), the Company shall at least 30 days prior to the filing of such Registration Statement give you holders of Underwriter Warrants written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you such holders may request, ; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Underwriter Warrants exercises such Representative's Underwriter Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section 3(c3(d) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.not

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock Shares or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Warrants exercises such Representative's Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Underwriter Warrants exercises such Representative's Underwriter Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section 3(c3(d) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the proposes to file a registration on an appropriate form statement under the Act covering a proposed sale of any shares of Common Stock (other than registration statements under a Form S-8 (or Other Securitiessuccessor forms) to register interests in employee benefit plans or Form S-4 (or successor forms) to register securities issued in connection with mergers or acquisitions), the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall use its reasonable best efforts to include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities Stock as you may request. If the proposed offering is an underwritten offering, providedthe Company shall direct and use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, howeverin its opinion, that the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit you to include in the registration and proposed offering such Underlying Stock as you request, and the Company shall use its reasonable best efforts to include such Underlying Stock in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, your right to registration pursuant to this Section 3(c) shall be conditioned upon (i) your participation in such underwriting and the inclusion of the Underlying Stock to be sold by you in the underwriting and (ii) your execution of the underwriting agreement entered into by the Company which includes customary terms and conditions relating to sales by shareholders. The foregoing notwithstanding, in the case of an underwritten offering, if the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Underlying Stock requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be reduced in the following order: (i) first, Underlying Stock and such other securities requested to be included by holders of such other securities shall be excluded pro rata, and (ii) second, the securities the Company proposes to include therein shall be excluded. In any event, the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Representatives' Warrants exercises such Representative's Representatives' Warrants but shall not have included all the Underlying Securities Stock in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Representatives' Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities Stock has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the first anniversary of the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other SecuritiesSecurities (other than in connection with a merger or acquisition or an employee benefit plan), the Company shall at least 30 days prior to the filing of such Registration Statement registration statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five 10 business days after the giving your receipt of such notice by from the Company, shall include or cause to be included in any such Registration Statement registration statement all or such portion of the Underwriter Warrants, the Underlying Securities and the Warrant Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of any of the Representative's Underwriter Warrants exercises such Representative's his Underwriter Warrants but shall not have included all the Underlying Securities or Warrant Stock in a Registration Statement registration statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section Subsection 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities the registration statement has been effective for at least 30 calendar days, or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities or Warrant Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the first anniversary of the effective date hereof but prior to the fifth anniversary of the effective date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement registration statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement registration statement all or such portion of the Underwriter's Warrant, the Underlying Securities Common Stock and the Warrant Stock as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of any of the Representative's Underwriter Warrants exercises such Representative's his Underwriter Warrants but shall not have included all the Underlying Securities Common Stock in a registration statement containing a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Underwriter Warrants, the registration rights set forth in this Section Subsection 3(c) shall be extended until such time as (i) i)the registration statement containing such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities Common Stock in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any shares of Common Stock or Other Securities (the "Subject Securities"), the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's Xxxxx'x Warrants exercises such Representative's Xxxxx'x Warrants but shall not have included all the Underlying Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's Xxxxx'x Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Securities has been effective for at least 30 calendar days, or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Securities in the manner proposed.

Inclusion in Registration of Other Securities. If at any time commencing one year after the date hereof but prior to the fifth anniversary of the date hereof, the Company shall propose the registration on an appropriate form under the Act of any Shares shares of Common Stock or Other Securities, the Company shall at least 30 days prior to the filing of such Registration Statement give you written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration and, upon written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Company within five business days after the giving of such notice by the Company, shall include or cause to be included in any such Registration Statement all or such portion of the Underlying Stock Securities as you may request, provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such Common Stock or such Other Securities originally proposed to be registered. Notwithstanding any provision of this Agreement to the contrary, if any holder of the Representative's =s Warrants exercises such Representative's =s Warrants but shall not have included all the Underlying Stock Securities in a Registration Statement which complies with Section 10(a)(3) of the Act, which has been effective for at least 30 calendar days following the exercise of the Representative's =s Warrants, the registration rights set forth in this Section 3(c) shall be extended until such time as (i) such a Registration Statement including such Underlying Stock Securities has been effective for at least 30 calendar days, days or (ii) in the opinion of counsel satisfactory to you and the Company, registration is not required under the Act or under applicable state laws for resale of the Underlying Stock Securities in the manner proposed.