Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the Company shall prepare and file a registration statement to effect the registration under the Securities Act and in compliance with Rule 415 therein, such amount of the Registrable Securities that relate to the Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided herein. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon the earlier to occur of (i) 120 days after the date of the Registration Request, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after receipt of a “no review” or similar letter from the Commission (the “Required Effectiveness Date”). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The Company shall not be required to file more than two (2) registration statements pursuant to this Section 2.1.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement The Company shall prepare and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within file within thirty (30) days after a Registration Request, following the Company shall prepare and file date hereof (the "Filing Date") a registration statement to effect (the registration under "Registration Statement") covering the Securities Act and in compliance with Rule 415 therein, resale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the resale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 days after following the date of Closing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within sixty (60) days following written notification by the Investors requesting that the Company file (the "Filing Date") a registration statement to effect (the registration under "Registration Statement") covering the Securities Act and in compliance with Rule 415 therein, resale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the resale of all to of the extent requisite to permit shares of the public disposition Registrable Securities, however, such number of such Registrable Securities so shall not exceed the amount permitted by the SEC pursuant to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 or any other rule in effect at the time such Registration Statement shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinfiled. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 days after following the date of the Registration RequestStatement is filed (or 150 days if the SEC conducts a Full Review on the Registration Statement), (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) three business days following the day the SEC determines the Registration Statement eligible to be declared effective (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement to effect (the registration under “Registration Statement”) covering the Securities Act and in compliance with Rule 415 therein, sale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the sale of all to of the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier first to occur of (i) 120 days after following the date of Filing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no reviewNo Review” or similar letter from the Commission SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, if the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement The Company shall prepare and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within file within thirty (30) days after a Registration Request, following the Company shall prepare and file timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering the resale of such number of Registrable Securities as each Holder shall elect by written notice to effect the registration under Company, and absent such election, covering the Securities Act and in compliance with Rule 415 therein, such amount resale of all of the Shares of the Registrable Securities that relate to the Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its reasonable best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) registration statement to be declared effective by the Commission upon SEC by 90 days following the earlier to occur timely filing of the Company’s next Form 10-Q as may be extended only (i) 120 days after for such time as is necessary for the date Company to respond to one or more sets of comments by the Registration RequestSEC, and (ii) ninety (90) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after receipt of a “no review” or similar letter from the Commission any such comments (as so extended, the “Required Effectiveness Date”). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the registration statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holder, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the registration statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement The Company shall prepare and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within file within thirty (30) days after a Registration Request, following the Company shall prepare and file date hereof (the "Filing Date") a registration statement to effect (the registration under "Registration Statement") covering the Securities Act and in compliance with Rule 415 therein, resale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the resale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 days after following the date of Closing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and As soon as is practicable after the delivery occurrence of a Liquidity Event (as defined in the Common StockNote Purchase Agreement), the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within but in no event later than thirty (30) days after a Registration Requestthereafter, the Company shall prepare and file a registration statement to effect the registration under the Securities Act and in compliance with Rule 415 thereinof all, such amount but not less than all, of the Registrable Securities that which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities as allowed under Rule 415Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided herein. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “"Registration Statement”") to be declared effective by the Commission upon the earlier to occur of (i) 120 90 days after the date occurrence of the Registration Request, a Liquidity Event or (ii) ninety five (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (105) business days after receipt of a “"no review” " or similar letter from the Commission (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 1 (American International Petroleum Corporation) Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Notes, or exercise of the Warrants, the Company shall not be required to file more than two a separate registration statement (2utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within Forty-Five (45) days following the Closing Date (the "FILING DATE") a registration statement (the "REGISTRATION STATEMENT") covering the resale of such number of Registrable Securities as the Investor shall elect by written notice to effect the registration under Company, and absent such election, covering the Securities Act and in compliance with Rule 415 therein, such amount resale of all of the Registrable Securities that relate to the Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided herein. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 150 days after following the date of Closing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the “Required Effectiveness Date”"REQUIRED EFFECTIVENESS DATE"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within sixty (60) days following the date hereof (the "Filing Date") a registration statement to effect (the registration under "Registration Statement") covering the Securities Act and in compliance with Rule 415 therein, sale of such amount number of shares of the Registrable Securities that relate as the Investors shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the sale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier first to occur of (i) 120 days after following the date of Filing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investors pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within sixty days (60) days following the date hereof (the “Filing Date”) a registration statement to effect (the registration under “Required Registration Statement”) covering the Securities Act and in compliance with Rule 415 therein, resale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the resale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Required Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 days after the date of the Registration Request, One Hundred and Eighty (ii) ninety (90180) days following the filing of the Registration Statement contemplated by this Section 2.1Closing Date, or (iiiii) ten (10) business days after following the receipt of a “no reviewNo Review” or similar letter from the Commission SEC or (iii) the first business day following the day the SEC determines the Required Registration Statement eligible to be declared effective (the “Required Effectiveness Date”). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Required Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate Registration Statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) registration statements pursuant relating to such Registrable Securities which then remain unregistered. The provisions of this Section 2.1Agreement shall relate to any such separate Registration Statement as if it were an amendment to the Required Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and As soon as practicable after the delivery of Closing Date (as defined in the Common StockSecurities Purchase Agreement), the Holders of but in any event, within twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration RequestNovember 4, 1997, demand for which is hereby given and acknowledged, the Company shall prepare and file a registration statement to effect the registration under the Securities Act and in compliance with Rule 415 thereinof all, such amount but not less than all, of the Registrable Securities that which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities as allowed under Rule 415Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided herein. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “"Registration Statement”") to be declared effective by the Commission upon the earlier to occur of (i) 120 days after the date of the Registration RequestJanuary 15, 1998 and (ii) ninety five (905) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after receipt of a “"no review” " or similar letter from the Commission (the “Required Effectiveness Date”)Commission. with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunderhereunder (the "Required Effectiveness Date"). The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Notes or the exercise of Warrants, the Company shall not be required to file more than two a separate registration statement (2utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and As soon as is practicable after the delivery of Closing Date (as defined in the Common StockNote Purchase Agreement), the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Requestbut in no event later than April 14, 1998, demand for which is hereby given and acknowledged, the Company shall prepare and file a registration statement to effect the registration under the Securities Act and in compliance with Rule 415 thereinof all, such amount but not less than all, of the Registrable Securities that relate to the Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition offer and sale of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement registration statement which is the subject of this Section 2.1(a) (the “"Registration Statement”") to be declared effective by the Commission upon the earlier to occur of (i) 120 days after the date of the Registration RequestJune 15, 1998 or (ii) ninety five (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (105) business days after receipt of a “"no review” or similar " letter from the Commission (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 1 (Take-Two Interactive Software, Inc.) Registrable Securities to be registered by the Company hereunderas required under the Note Purchase Agreement. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Note, exercise of the Warrant or in connection with the issuance of Grant Shares or Additional Grant Shares, the Company shall not be required to file more than two a separate registration statement (2utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the The Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement to effect (the registration under “Registration Statement”) covering the Securities Act and in compliance with Rule 415 therein, sale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the sale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier first to occur of (i) 120 days after following the date of Filing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no reviewNo Review” or similar letter from the Commission SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.

Registration of Registrable Securities. At any time after three (3) months from the date of this Agreement The Company shall prepare and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within file within thirty (30) days after a Registration Request, following the Company shall prepare and file date hereof (the "Filing Date") a registration statement to effect (the registration under "Registration Statement") covering the Securities Act and in compliance with Rule 415 therein, resale of such amount number of shares of the Registrable Securities that relate as the Investor shall elect by written notice to the Securities as allowed under Rule 415; Company, and absent such election, covering the resale of all to of the extent requisite to permit shares of the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided hereinSecurities. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the Commission upon SEC on the earlier to occur of (i) 120 150 days after following the date of Closing Date with respect to the Registration RequestStatement, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after following the receipt of a “no review” "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the “"Required Effectiveness Date”"). with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. The As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall not be required to promptly file more than two a separate registration statement (2utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statements pursuant statement as if it were an amendment to this Section 2.1the Registration Statement.