Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. The Company shall prepare and file within forty-five (45) days following the Closing Date (the “Filing Date”) a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “Registration Statement”) covering the resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the 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”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants issued to the Investor pursuant to the Preferred Stock Purchase Agreement or this Agreement, the Company shall be required to promptly file a separate registration statement (utilizing 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 any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Company shall prepare and file within forty-five sixty (4560) days following the Closing Date date hereof (the “"Filing Date”") a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “"Registration Statement”") covering the resale sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, and absent such election, covering the sale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier first to occur of (i) 120 days following the Closing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the first third (3rd) business day following the day the Company receives notice from the SEC determines that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants Shares of the Company issued to the Investor Investors pursuant to the Preferred Stock Purchase Agreement or this Agreementand 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 be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Company shall prepare and file within forty-five (45) days following the Closing Date date hereof (the “"Filing Date”") a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “"Registration Statement”") covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the 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”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants Shares of the Company issued to the Investor pursuant to the Preferred Note Purchase Agreement and Common Stock Purchase Agreement or this Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 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 statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The As soon as is practicable after the occurrence of a Liquidity Event (as defined in the Note Purchase Agreement), but in no event later than thirty (30) days thereafter, the Company shall prepare and file within forty-five (45) days following the Closing Date (the “Filing Date”) a registration statement (including any separate to effect the registration statement substituted therefor with under the consent Securities Act of Investorall, the “Registration Statement”) covering the resale but not less than all, of the Registrable Securities which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. 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 SEC on Commission upon the earlier to occur of (i) 120 90 days following after the Closing Date with respect to the Registration Statement, occurrence of a Liquidity Event or (ii) ten five (105) business days following the after receipt of a “No Review” "no review" or similar letter from the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective Commission (the “"Required Effectiveness Date”"). -------------------------------------------------------------------------------- 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. 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 Preferred Stock and Warrants issued to Notes, or exercise of the Investor pursuant to the Preferred Stock Purchase Agreement or this AgreementWarrants, the Company shall be required to promptly file a separate registration statement (utilizing 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 any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Company shall prepare and file within forty-five thirty (4530) days following the Closing Date date hereof (the “"Filing Date”") a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “"Registration Statement”") covering the resale sale of such number of shares of the Registrable Securities as the Purchasers shall elect by written notice to the Company, and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier first to occur of (i) 120 days following the Closing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the first third (3rd) business day following the day the Company receives notice from the SEC determines that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants Shares of the Company issued to the Investor Purchasers pursuant to the Preferred Stock Purchase Agreement or this Agreementand 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 be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Subject to filing the Certificate of Amendment as set forth in Section 6.10 of the Stock Purchase Agreement, the Company shall prepare and file within forty-five (45) days following the Closing Date by April 30, 2004 (the “"Filing Date”") a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “"Registration Statement”") covering the resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 180 days following the Closing Date with respect to as defined in the Registration StatementStock Purchase Agreement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the 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”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants Shares of GLXS issued to the Investor Investors pursuant to the Preferred Stock Purchase Agreement or this Agreement, the Company shall be required to promptly file a separate registration statement (utilizing 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 any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Company shall prepare and file within forty-five thirty (4530) days following the Closing Date date hereof (the “Filing Date”) a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “Registration Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the 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”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants Shares of ICEWEB, INC. issued to the Investor pursuant to the Preferred Stock Purchase Agreement or this Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 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 statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following:

Registration of Registrable Securities. The Company shall prepare and file within forty-five sixty (4560) days following the Closing Date date hereof (the “"Filing Date”") a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “"Registration Statement”") covering the resale of the Registrable Securities; provided, however, in the event the Company files another Registration Statement following the Closing Date and before the Filing Date, the Registrable Securities shall be included on such Registration Statement. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC Commission on the earlier of (i) 120 days following the Closing Date date hereof with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC Commission or (iii) the first business day following the day the SEC Commission determines the Registration Statement eligible to be declared effective (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. 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 Preferred Stock and Warrants issued to Note, or exercise of the Investor pursuant to the Preferred Common Stock Purchase Agreement or this AgreementWarrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing 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 any such separate registration statement as if it were an amendment to the Registration Statement. (d) Section 2.8 is deleted in its entirety and replaced with the following: