Common use of REGISTRATION RIGHTS; LOCK-UP Clause in Contracts

REGISTRATION RIGHTS; LOCK-UP. (a) The Company, at its cost and expense, shall register this Warrant (and the underlying Warrant Shares) in its IPO registration statement under the Act so that the Holder will be able to sell his, her or its Warrant and Warrant Shares immediately upon the expiration of the lock-up period referred to in paragraph (c) below, and the Company shall use its best efforts to keep the registration statement current and effective until the earlier of (i) such time when all of the Warrants and the underlying Warrant Shares have been sold pursuant to an effective registration statement, (ii) such time when all of the Warrant Shares may be sold under Rule 144(k) promulgated under the Act or (iii) ten years. The registration right provided for in this Section 8(a) shall not count as a demand registration under the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject to the terms and conditions of Sections 5, 6, 8 and 9 of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder shall be entitled to receive the benefits of those Sections. (b) Without limiting the foregoing, so long as the Warrant and the Warrant Shares are not included in a current and effective registration statement, the Holder shall have the registration rights provided in the Registration Rights Agreement attached hereto as Exhibit A. (c) The Holder will not sell or dispose of any of the Warrants or the Warrant Shares in the public market for the Warrants or the Warrant Shares after the IPO until after 90 days from the effective date of the IPO registration statement; provided, however, that this lock-up period shall only apply if the IPO occurs prior to April 17, 1998. Any transfers of the Warrants or the Warrant Shares which are private in nature shall require that the transferee be bound by the provisions of this subsection (c).

REGISTRATION RIGHTS; LOCK-UP. (a) The CompanyIf the Company proposes, at its cost and expense, shall register this Warrant (and any time that the underlying Investor owns Shares or Warrant Shares) in its IPO , to file a registration statement under the Act so that the Holder will be able to sell his, her or its Warrant and Warrant Shares immediately upon the expiration of the lock-up period referred to in paragraph (c) below, and the Company shall use its best efforts to keep the registration statement current and effective until the earlier of (i) such time when all of the Warrants and the underlying Warrant Shares have been sold pursuant to an effective registration statement, (ii) such time when all of the Warrant Shares may be sold under Rule 144(k) promulgated under the Act or (iii) ten years. The registration right provided on a general form for in this Section 8(a) shall not count as a demand registration under the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject Securities Act and relating to securities issued or to be issued by it, then it shall give written notice of such proposal to the terms and conditions Investor. If, within 30 days after the giving of Sections 5such notice, 6, 8 and 9 of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder Investor shall be entitled to receive the benefits of those Sections. (b) Without limiting the foregoing, so long as the Warrant and the request in writing that all or any Shares or Warrant Shares are not (including any shares of Common Stock issued or issuable thereon upon any stock split, stock combination, stock dividend or the like or as a result of any anti-dilution adjustments under the Warrant) owned by or issuable to the Investor be included in a current and effective registration statementsuch proposed registration, the Holder Company will also register such securities as shall have the registration rights provided been requested in the Registration Rights Agreement attached hereto as Exhibit A. (c) The Holder will not sell or dispose of any of the Warrants or the Warrant Shares in the public market for the Warrants or the Warrant Shares after the IPO until after 90 days from the effective date of the IPO registration statementwriting; provided, however, that: (i) the Company shall not be required to include any of such securities if, by reason of such inclusion, the Company shall be required to prepare and file a registration statement on a form promulgated by the SEC different from that which the Company otherwise would use; (ii) the Investor shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning such owners therein; and (iii) the Company shall have the right at any such time after it shall have given written notice pursuant to this lock-up period Section 8(a) (irrespective of whether a written request for inclusion of any Shares or Warrant Shares shall only apply if have been made) to elect not to file any such proposed registration statement, or to withdraw the IPO occurs same after the filing but prior to April 17the effective date thereof. In such event, 1998. Any transfers the Investor shall retain the piggyback registration rights set forth in this Section 8(a). (i) Notwithstanding the provisions of Section 8(a) hereof, if in the written opinion of the Warrants Company's managing underwriter, if any, for the offering contemplated by such registration statement, the inclusion of all or a portion of the Shares or the Warrant Shares requested to be registered, when added to the securities being registered by the Company or any selling security holder, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a pro rata portion of the Shares or the Warrant Shares requested to be registered as required by the managing underwriter. (ii) If securities are private proposed to be offered for sale pursuant to such registration statement by other security holders of the Company and the total number of securities to be offered by the holders of all the Shares and Warrant Shares and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in nature the manner set forth above) the aggregate number of Shares and Warrant Shares to be offered by the Investor pursuant to such registration statement shall require equal the number which bears the same ratio to the maximum number of securities that the transferee underwriter believes may be bound included for all the selling security holders as the original number of Shares or Warrant Shares proposed to be sold by the Investor bears to the total original number of securities proposed to be offered by the Investor and the other selling security holders. (c) In connection with the filing of a registration statement pursuant to Section 8(a), the Company shall: (i) notify the Investor as to the filing thereof and of all amendments thereto filed prior to the effective date of said registration statement; (ii) notify the Investor promptly after it shall have received notice of the time when the registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (iii) prepare and file without expense to the Investor any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with Section 10(a)(3) of the Securities Act or advisable in connection with the proposed distribution of the securities by the Investor; (iv) take all reasonable steps to qualify the Shares or Warrant Shares for sale under the securities or "blue sky" laws of such reasonable number of states as the Investor of all of the Shares or Warrant Shares may designate in writing and to register or obtain the approval of any federal or state authority which may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (v) notify the Investor of any stop order suspending the effectiveness of the registration statement and use its reasonable best efforts to remove such stop order; (vi) undertake to keep such registration statement and prospectus effective for a period of 12 months after its effective date; and (vii) furnish to the Investor as soon as available, copies of any such registration statement and each preliminary or final prospectus and any supplement or amendment required to be prepared pursuant to the foregoing provisions of this Section 8(a), all in such quantities as the Investor may from time to time reasonably request. (d) The Investor holding the Shares or the Warrant Shares being so registered agrees to pay all applicable underwriting discounts and commissions, brokerage commissions, transfer taxes, and its own counsel fees with respect to the Investor's securities being registered. The Company will pay all other costs and expenses in connection with a registration statement to be filed pursuant to Section 8(a) hereof including, without limitation, the fees and expenses of counsel for the Company, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of any such registration statement, each prospectus and all amendments and supplements thereto, the costs incurred in connection with the qualification of such securities for sale in such reasonable number of states as the Investor has designated, including fees and disbursements of counsel for the Company, and the costs of supplying a reasonable number of copies of the registration statement, each preliminary prospectus, final prospectus and any supplements or amendments thereto to such Investor. (e) The Company agrees to enter into an appropriate cross-indemnity agreement with any underwriter (as defined in the Securities Act) for the Investor in connection with the filing of a registration statement pursuant to Section 8(a) hereof. (f) The Company hereby indemnifies and holds harmless the Investor against any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement filed under Section 8(a) hereof, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with written information furnished or required to be furnished by the Investor, and the Investor hereby indemnifies and holds harmless the Company, each of its directors and officers who have signed the registration statement and each person, if any, who controls the Company, within the meaning of the Securities Act against any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished or required to be furnished by the Investor expressly for use in such registration statement. (g) Notwithstanding the provisions of this subsection Sections 8(a) hereof, if the Shares or the Warrant Shares held by the Investor may be sold by the Investor thereof in a transaction pursuant to Regulation S or Rule 144 promulgated under the Securities Act, the Investor shall not be entitled to require the Company to register such securities pursuant to any registration statement filed under the Securities Act. (c)h) The Investor shall not publicly sell or transfer, contract to sell or transfer, or otherwise dispose of (a "Transfer") any Common Stock beneficially owned by the Investor for 90 days after the Closing Date.

REGISTRATION RIGHTS; LOCK-UP. (a) The Company, at its cost Units are being offered pursuant to the PPM to which this Subscription Agreement is annexed as Exhibit B. The Company agrees with the Subscriber to register under a registration statement ("Registration Statement") filed pursuant to the Securities Act and expense, shall register this Warrant (such state "Blue Sky" laws of those states as are reasonably selected by MHM the re-offer and re-sale of the Common Stock included in the Units and the Common Stock underlying Warrant Sharesthe Warrants included in the Units (collectively, the "Registrable Securities") in its IPO registration statement under the Act so that the Holder will be able to sell his, her or its Warrant and Warrant Shares immediately upon the expiration written demand of at least 51% of the lock-up period referred to in paragraph holders of the Registrable Securities (c) below, and the "Majority Holders"). The Company shall use its best efforts to file the Registration Statement and have it declared effective within 60 days after the demand of the Majority Holders. The Company shall keep the registration statement Registration Statement effective and current and effective until all the earlier of (i) such time when all of the Warrants and the underlying Warrant Shares have been securities registered thereunder are sold pursuant to an effective registration statement, (ii) such time when all of the Warrant Shares or may be sold without any limitation under Rule 144(k) promulgated an appropriate exemption under the Securities Act or (iii) ten years. The registration right provided for in this Section 8(a) shall not count as a demand registration under and the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject to the terms and conditions of Sections 5, 6, 8 and 9 blue sky laws of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder shall be entitled to receive the benefits of those Sectionsstates selected by MHM. (b) Without limiting The Company shall bear all the foregoingexpenses and pay all the fees it incurs in connection with the preparation, so long as the Warrant filing, modifying and the Warrant Shares are not included in a current and effective registration statement, the Holder shall have the registration rights provided in amending of the Registration Rights Agreement attached hereto as Exhibit A.Statement, providing reasonable numbers of the prospectus contained therein to me and effecting the issuance and transfer of the Registrable Securities on an expeditious basis. (c) The Company will indemnify and hold harmless each holder of the Registrable Securities, the officers and directors of each Holder will and each person, if any, who controls such Holder within the meaning of the Securities Act or Securities Exchange Act of 1934, as amended ("Exchange Act") against any losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act or any state securities law or regulation (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute or common law or otherwise under the laws of foreign countries, arising from such registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary prospectus, the registration statement or prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or any new registration statement and prospectus in which it included the Registrable Securities; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Registrable Securities under the securities laws thereof or filed with the Securities and Exchange Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not sell misleading, unless such statement or dispose omission is made in reliance upon, and in strict conformity with, written information furnished to the Company with respect to the holders expressly for use in any preliminary prospectus, such registration statement or prospectus, or any amendment or supplement thereof, or in any application, as the case may be. The Company agrees promptly to notify the holder of the Registrable Securities of the commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons in connection with the issue and sale or resale of the Registrable Securities or in connection with any such registration statement or prospectus. (d) I agree that the Units, the Common Stock and Warrants included in the Units, and the shares of Common Stock underlying the Warrants may not be sold or otherwise transferred until twelve months after the Closing ("Holding Period"), unless MHM, in its sole discretion, agrees to the sale of all or part of such securities at an earlier date. If I am a resident of the State of Pennsylvania, I further agree that the Units subscribed for herein and the underlying securities of the Units, if any, shall not be sold for a period of twelve months from the date of purchase, except as permitted by applicable securities laws of the State of Pennsylvania. The parties hereto agree that MHM is intended to be a third-party beneficiary of this Subscription Agreement and that no modification of the "lock-up" provisions contained in this Section 6(b) may be made without the prior written agreement of MHM. (e) The registration rights granted to the Investor inure to the benefit of all the Investors' successors, heirs, pledgees, assignees, transferees and purchasers of the Warrants or the Warrant Shares in Registrable Securities, as the public market for the Warrants or the Warrant Shares after the IPO until after 90 days from the effective date of the IPO registration statement; provided, however, that this lock-up period shall only apply if the IPO occurs prior to April 17, 1998. Any transfers of the Warrants or the Warrant Shares which are private in nature shall require that the transferee be bound by the provisions of this subsection (c)case may be.

REGISTRATION RIGHTS; LOCK-UP. (a) The Company, at 2.1 In the event the Company decides to register the shares of its cost and expense, shall register this Warrant (and the underlying Warrant Shares) in its IPO common stock pursuant to a registration statement (a "Registration Statement") filed by the Company in connection with a firm commitment initial public offering under the Securities Act so that of 1933, as amended, (the Holder will be able to sell his"Securities Act"), her or its Warrant covering the offer and Warrant Shares immediately upon the expiration sale of shares of common stock of the lock-up period referred Company to in paragraph the public (c) belowan "IPO"), and the Company shall use its best efforts will grant the Subscriber the right to keep the registration statement current and effective until the earlier of (i) participate in such time when all of the Warrants and the underlying Warrant Shares have been sold pursuant to an effective registration statementoffering, (ii) such time when all of the Warrant Shares may be sold under Rule 144(k) promulgated under the Act or (iii) ten years. The registration right provided for in this Section 8(a) shall not count as a demand registration under the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject to the terms and conditions of Sections 5limitations set forth below. The Subscriber hereby agrees that, 6if the foregoing Registration Statement is declared effective, 8 and 9 of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder he/it shall be entitled to receive the benefits of those Sections. (b) Without limiting the foregoing, so long as the Warrant and the Warrant Shares are not included in a current and effective registration statement, the Holder shall have the registration rights provided in the Registration Rights Agreement attached hereto as Exhibit A. (c) The Holder will not sell or dispose of offer to sell any of the Warrants or the Warrant Shares in the public market for the Warrants or the Warrant Shares after the IPO until after 90 a period of 180 days from the effective date of such Registration Statement without the consent of both the managing underwriter of the IPO (should one exist), and/or the Company. The Company shall keep such Registration Statement effective and current until all the securities registered thereunder are sold or may be sold without any limitation under an appropriate exemption under the Securities Act. 2.2 In any registration statement under this Section II, the Company shall bear all expenses and pay all fees incurred in connection with the filing and modification or amendment of such registration statement; provided, however, that this lock-up period shall only apply if the IPO occurs prior to April 17, 1998. Any transfers exclusive of underwriting discounts and commissions payable in respect of the Warrants sale of the Shares and any attorneys' fees or other professional costs incurred by the Subscriber in connection with the Shares or the Warrant sale thereof. 2.3 The Company shall indemnify the registered holder(s) of the Shares which are private to be sold pursuant to any registration statement contemplated hereunder, the officers and directors of each such holder and each person, if any, who controls any such holder within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any state securities law or regulation, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in nature shall require that the transferee be bound investigating, preparing or defending against any claim whatsoever incurred by the provisions indemnified party and any third party) that any of this subsection them may incur under the Securities Act, the Exchange Act or any other statute or at common law and that have arisen from any untrue statement or alleged untrue statement of a material fact contained in such registration statement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission (c)or alleged statement or omission) is derived from information furnished (or declined to be furnished) to the Company by or on behalf of such registered holder(s) for use in any preliminary prospectus, such registration statement or prospectus or any amendment or supplement thereof, or in any application, as the case may be.

REGISTRATION RIGHTS; LOCK-UP. (a) The CompanyUnits are being offered pursuant to the Investment Summary to which this Subscription Agreement is annexed as Exhibit B. The Company agrees with the Subscriber to register under a registration statement ("Registration Statement") filed pursuant to the Securities Act and such state "Blue Sky" laws of those states as are reasonably selected by GKN, at its cost the re-offer and expense, shall register this Warrant (re-sale of the Common Stock included in the Units and the Common Stock underlying Warrant Shares) the Warrants included in its IPO registration statement under the Act so that the Holder will be able to sell his, her or its Warrant and Warrant Shares immediately upon the expiration of the lock-up period referred to in paragraph (c) below, Units and the Extra Warrants, as defined herein (collectively, the "Registrable Securities"). The Company shall agrees to file the Registration Statement on or before April 30, 1997. The Company agrees to use its best efforts to keep have the registration statement current Registration Statement declared effective by the 75th day after the initial filing of the Registration Statement ("Target Date"). If the Company shall either fail to file the Registration Statement as herein provided or to use its best efforts to have the Registration Statement declared effective by the Target Date, and the Registration Statement is not declared effective by the Target Date, then on the Target Date and on each monthly anniversary of the Target Date thereafter until the earlier of (i) such time when all the effective date of the Warrants and Registration Statement ("Effective Date") or the underlying Warrant Shares have been sold pursuant to an effective registration statement, (ii) such time when all twentieth monthly anniversary of the Warrant Shares Target Date, the Company shall issue to me (or my successor or transferee), additional Warrants ("Extra Warrants") to purchase a number of shares of Common Stock equal to 5% of the number of Units purchased by me under this Subscription Agreement. The Extra Warrants shall have the same terms as the Warrants included in the Units. The Company agrees that, to the extent that the Company issues any Extra Warrants or is obliged to issue any Extra Warrants, it shall include the Common Stock underlying such Extra Warrants in the Registration Statement. The Company shall keep the Registration Statement effective and current until all the securities registered thereunder are sold or may be sold without any limitation under Rule 144(k) promulgated an appropriate exemption under the Securities Act or (iii) ten yearsand the blue sky laws of the states selected by GKN. The registration right provided Registration Statement will also register for in this Section 8(a) shall not count as a demand registration under re-offer and re-sale the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject shares of Common Stock underlying certain Unit options being issued to the terms and conditions of Sections 5, 6, 8 and 9 of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder shall be entitled to receive the benefits of those SectionsGKN or its designees or their respective successors or transferees. (b) Without limiting The Company shall bear all the foregoingexpenses and pay all the fees it incurs in connection with the preparation, so long as filing, modifying and amending of the Warrant Registration Statement, providing reasonable numbers of the prospectus contained therein to me and effecting the issuance and transfer of the Registrable Securities on an expeditious basis. The Company shall also pay the fees (at regular hourly rates, but no more than aggregate fees of $5,000) of one special counsel to the holders of the Registrable Securities ("Special Counsel") in connection with the registration of the Registrable Securities and the Warrant Shares are not included in a current preparation, filing, modifying and effective registration statement, the Holder shall have the registration rights provided in amending of the Registration Rights Agreement attached hereto Statement. GKN has selected Graubard Mollen & Miller as Exhibit A.Spxxxxx Xxunsel and xxx Xxvestor acknowledges and agrees to this selection. (c) The Company will indemnify and hold harmless each holder of the Registrable Securities ("Holder"), the officers and directors of each Holder will and each person, if any, who controls such Holder within the meaning of the Securities Act or Securities Exchange Act of 1934, as amended ("Exchange Act") against any losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act or any state securities law or regulation (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute or common law or otherwise under the laws of foreign countries, arising from such registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary prospectus, the registration statement or prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or any new registration statement and prospectus in which it included the Registrable Securities; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Registrable Securities under the securities laws thereof or filed with the Securities and Exchange Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not sell misleading, unless such statement or dispose omission is made in reliance upon, and in strict conformity with, written information furnished to the Company with respect to the holders expressly for use in any preliminary prospectus, such registration statement or prospectus, or any amendment or supplement thereof, or in any application, as the case may be. The Company agrees promptly to notify the holder of the Registrable Securities of the commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons in connection with the issue and sale or resale of the Registrable Securities or in connection with any such registration statement or prospectus. (d) I agree that the Units, the Common Stock and Warrants included in the Units, and the shares of Common Stock underlying the Warrants and Extra Warrants, may not be sold or otherwise transferred until twelve months after the Closing (the "Holding Period"), unless GKN, in its sole discretion, agrees to the sale of all or part of such securities at an earlier date. If I am a resident of the State of Pennsylvania, I further agree that the Units subscribed for herein and the underlying securities of the Units, if any, shall not be sold for a period of twelve months from the date of purchase, except as permitted by applicable securities laws of the State of Pennsylvania. The parties hereto agree that GKN is intended to be a third-party beneficiary of this Subscription Agreement and that no modification of the "lock-up" provisions contained in this Section 6(b) may be made without the prior written agreement of GKN. (e) The registration rights granted to the Investor inure to the benefit of all the Investors' successors, heirs, pledgees, assignees, transferees and purchasers of the Warrants or the Warrant Shares in Registrable Securities, as the public market for the Warrants or the Warrant Shares after the IPO until after 90 days from the effective date of the IPO registration statement; provided, however, that this lock-up period shall only apply if the IPO occurs prior to April 17, 1998. Any transfers of the Warrants or the Warrant Shares which are private in nature shall require that the transferee be bound by the provisions of this subsection (c)case may be.