Common use of Registration and Piggyback Rights Clause in Contracts

Registration and Piggyback Rights. Lender acknowledges that TAG may issue warrants without registering the Shares issuable thereunder under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Lender agrees that issuance of Shares pursuant to Lender's warrants may be expressly conditioned upon his delivery to TAG of an investment certificate including such representations and undertakings as TAG may reasonably require in order to assure the availability of such exemptions, including a representation that Lender is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Lender that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Lender acknowledges that, because Shares may be unregistered, Lender may be required to hold the Shares indefinitely, unless they are subsequently registered for resale under the Securities Act or any exemption from such registration is available. If, however, TAG intends to file a registration statement with respect to any offering of TAG's stock, TAG shall give Lender thirty (30) days notice of that intention and Lender shall have the right to register any Shares acquired hereunder as part of that offering, as well as to join in the offering itself on a pro rate basis.

Registration and Piggyback Rights. The Lender acknowledges that TAG Borrower may issue warrants Conversion Shares without registering the Shares issuable thereunder such shares under the Securities Act of 1933l933, as amended (the "Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, the Lender agrees that issuance of Conversion Shares pursuant to Lender's warrants may be expressly conditioned upon his delivery to TAG the Company of an investment certificate including such representations and undertakings as TAG the Company may reasonably require in order to assure the availability of such exemptions, including a representation that the Lender is acquiring the Conversion Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by the Lender that the certificates evidencing the Conversion Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. The Lender acknowledges that, because Conversion Shares may be unregistered, the Lender may be required to hold the Conversion Shares indefinitely, indefinitely unless they are subsequently registered for resale under the Securities Act or any an exemption from such registration is available. If, however, TAG intends to file a registration statement with respect to any offering of TAG's stock, TAG shall give Lender thirty (30) days notice of that intention and Lender shall have the right Borrower proposes to register any of its securities under the Securities Act, pursuant to an applicable registration statement, Borrower will each such time give written notice to Holder, or its permitted assigns, of its intention so to do. Upon the written request of Holder, or permitted assigns, given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all Conversion Shares acquired hereunder as part of to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that offeringthe Company may, as well a condition precedent to its effecting such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as to join those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 180 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering itself on a pro rate basiswould be materially adversely effected in the absence of such an agreement. Notwithstanding the foregoing, if the Conversion Amount is equal to the entire outstanding balance of the Convertible Note, Borrower shall undertake to file an appropriate registration statement under the Act within six (6) months of the effective date of the conversion. All expenses incurred by the Company in complying by this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 7.

Registration and Piggyback Rights. Lender acknowledges that TAG may issue warrants Conversion Shares without registering the such Shares issuable thereunder under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Lender agrees that issuance of Conversion Shares pursuant to Lender's warrants may be expressly conditioned upon his delivery to TAG of an investment certificate including such representations and undertakings as TAG may reasonably require in order to assure the availability of such exemptions, including a representation that Lender is acquiring the Conversion Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Lender that the certificates evidencing the Conversion Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Lender acknowledges that, because Conversion Shares may be unregistered, Lender may be required to hold the Conversion Shares indefinitely, indefinitely unless they are subsequently registered for resale under the Securities Act or any an exemption from such registration is available. If, however, TAG intends to file a registration statement with respect to any offering of TAG's ' stock, TAG shall give Lender thirty (30) days notice of that intention and Lender shall have the right to register any Conversion Shares acquired hereunder as part of that offering, as well as to join in the offering itself on a pro rate basis.