Common use of REGISTRATION RIGHTS OF WARRANT HOLDER Clause in Contracts

REGISTRATION RIGHTS OF WARRANT HOLDER. (a) Piggy-back" Rights. If at any time the Company shall file a registration statement (excluding registration statements on Forms S-4 and S-8), the holders of the Warrants (or the Warrant Shares underlying the Warrants to the extent Warrants have been exercised) shall have the right to include in such registration statement the Warrant Shares. If the registration statement is filed in connection with an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Shares requested to be included in such registration statement and such other securities requested to be included in such registration statement by the holders of the Common Stock issued in the Private Offering and by other security holders having contractual registration rights that exist on the date hereof (collectively, "Other Holders"), pro rata among the holders of the Warrant Shares ("Holders") and the Other Holders on the basis of the number of Warrant Shares of such Holders and securities of the Other Holders requested to be included in such registration statement, and (iii) third, other securities requested to be included in such registration statement. If the registration statement is filed in connection with an underwritten secondary registration on behalf of Other Holders, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration statement exceeds the number that can be sold in such offering, the Company will include in such registration statement (i) first, the securities of such Other Holders requesting such registration pursuant to demand registration rights, pro rata among such Other Holders, (ii) second, Warrant Shares requested to be included in such registration statement, and (iii) third, other securities requested to be included in such registration statement. The Company shall keep the registration statement effective and current until the date that the Warrant Shares may be sold pursuant to Rule 144 without resale or volume restrictions or one year from the date such registration statement becomes effective, whichever occurs first. In the event of such a proposed registration, the Company shall furnish the then Holders of Warrant Shares with not less than twenty (20) days' written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Warrant Shares have been sold by the Holders. The Holders of the Warrant Shares shall exercise the "piggy-back" rights provided for herein by giving written notice within ten (10) days of the receipt of the Company's notice of its intention to file a registration statement.

REGISTRATION RIGHTS OF WARRANT HOLDER. (a) Piggy-back" Rights. If at any time In the event that the Company consummates an IPO with Laidlaw Equities, Inc. or any of its affiliates, then it shall file xxxxxx full calendar months and one day from the effective date ("Effective Date") of the IPO a Registration Statement under the Act ("Registration Statement") with the Securities and Exchange Commission registering for resale the Warrants and the underlying shares of Common Stock ("Registrable Securities"). On such occasion, the Company will use its best efforts to have such registration statement declared effective promptly thereafter. Should this registration or the effectiveness thereof be delayed by the Company, the exercisability of the Warrants shall be extended (excluding registration statements on Forms S-4 and S-8)"Delay Extension") for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company fails to comply with the provisions of this Section 6, the Company shall, in addition to any other equitable or other relief available to the holders of the Warrants (or "Holders"), be liable for any and all incidental, special and consequential damages sustained by the Warrant Shares underlying the Warrants Holder(s). (b) In addition to the extent Warrants have been exercisedregistration rights granted in subsection (a) above, the Holders shall have the right until November 30, 2002 to include in such the Registrable Securities as part of any other registration statement of securities filed by the Warrant Shares. If the registration statement is filed Company (other than in connection with an underwritten a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form). (c) The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration on behalf would cause (i) the Company to be obligated to register or license to do business in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the rights granted under this Section 6 to remain effective until the earliest of (i) November 30, and 2003, (ii) the managing underwriters advise date by which all of the Registrable Securities have been sold pursuant to the registration statement, or (iii) the date by which all of the Registrable Securities are eligible for resale without restriction pursuant to Rule 144(K) promulgated under the Act. (d) The Company in writing that in their good faith opinion shall indemnify the number Holder(s) of securities requested the Registrable Securities to be included sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in such investigating, preparing or defending (e) Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after the initial filing of any registration exceeds statement or the number that can be sold effectiveness thereof. (f) The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company will include in Com pany, dated the effective date of such registration statement (i) firstand, if such registration includes an underwritten public offer ing, an opinion dated the securities date of the Company proposes to sellclosing under any under writing agreement related thereto), and (ii) second, a "cold comfort" letter dated the Warrant Shares requested to be included in effective date of such registration statement and such other securities requested to be included in (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the holders of the Common Stock independent public accountants who have issued in the Private Offering and by other security holders having contractual registration rights that exist a report on the date hereof (collectively, "Other Holders"), pro rata among the holders of the Warrant Shares ("Holders") and the Other Holders on the basis of the number of Warrant Shares of such Holders and securities of the Other Holders requested to be Company's financial statements included in such registration statement, and (iii) third, other securities requested in each case covering substantially the same matters with respect to be included in such registration statement. If the registration statement is filed in connection with an underwritten secondary registration on behalf of Other Holders, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration statement exceeds the number that can be sold in such offering, the Company will include in such registration statement (iand the prospectus included therein) firstand, in the securities case of such Other Holders requesting accountants' letter, with respect to events subsequent to the date of such registration pursuant financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to demand registration rights, pro rata among such Other Holders, (ii) second, Warrant Shares requested to be included underwriters in such registration statement, and (iii) third, other securities requested to be included in such registration statementunderwritten public offerings of securities. The Company shall keep also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement effective and current until permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the date that registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the Warrant Shares may be sold National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request. (g) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected by a majority of Holders whose Registrable Securities are being registered pursuant to Rule 144 without resale or volume restrictions or one year from the date such registration statement becomes effective, whichever occurs firstthis Section 6(a). In the event of such a proposed registration, the Company Such agreement shall furnish the then Holders of Warrant Shares with not less than twenty (20) days' written notice prior be reasonably satisfactory in form and substance to the proposed date of filing of Company, each Holder and such registration statement. Such notice to the Holders managing underwriters, and shall continue to be given for each registration statement filed contain such representations, warranties and covenants by the Company until and such time other terms as all are customarily contained in agreements of the Warrant Shares have been sold that type used by the Holdersmanaging underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Warrant Shares Company to or for the benefit of such under writers shall exercise also be made to and for the "piggy-back" rights provided for herein by giving written notice within ten benefit of such Holders. Such Holders shall not be required to make any repre sentations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their shares and their intended methods of distribution. (10h) days Each of the receipt Holder(s) participating in any of the Company's notice foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of its intention to file a registration statementselling securityholders.

REGISTRATION RIGHTS OF WARRANT HOLDER. (a) Piggy-back" Rights. If at any time In the event that the Company consummates an IPO with Xxxxxxx Equities, Inc. or any of its affiliates, then it shall file twelve full calendar months and one day from the effective date ("Effective Date") of the IPO a Registration Statement under the Act ("Registration Statement") with the Securities and Exchange Commission registering for resale the Warrants and the underlying shares of Common Stock ("Registrable Securities"). On such occasion, the Company will use its best efforts to have such registration statement declared effective promptly thereafter. Should this registration or the effectiveness thereof be delayed by the Company, the exercisability of the Warrants shall be extended (excluding registration statements on Forms S-4 and S-8)"Delay Extension") for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company fails to comply with the provisions of this Section 6, the Company shall, in addition to any other equitable or other relief available to the holders of the Warrants (or "Holders"), be liable for any and all incidental, special and consequential damages sustained by the Warrant Shares underlying the Warrants Holder(s). (b) In addition to the extent Warrants have been exercisedregistration rights granted in subsection (a) above, the Holders shall have the right until November 30, 2002 to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form). (c) The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated to register or license to do business in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the rights granted under this Section 6 to remain effective until the earliest of (i) November 30, 2003, (ii) the date by which all of the Registrable Securities have been sold pursuant to the registration statement, or (iii) the date by which all of the Registrable Securities are eligible for resale without restriction pursuant to Rule 144(K) promulgated under the Act. (d) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement statement. (e) Nothing contained in this Warrant shall be construed as requiring the Warrant Shares. If Holder(s) to exercise their Warrants prior to or after the initial filing of any registration statement is filed or the effectiveness thereof. (f) The Company shall furnish to each Holder participating in connection with any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an underwritten registration on behalf opinion of counsel to the Company, and dated the managing underwriters advise the Company in writing that in their good faith opinion the number effective date of securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will include in such registration statement (i) firstand, if such registration includes an underwritten public offering, an opinion dated the securities date of the Company proposes to sellclosing under any underwriting agreement related thereto), and (ii) second, a "cold comfort" letter dated the Warrant Shares requested to be included in effective date of such registration statement and such other securities requested to be included in (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the holders of the Common Stock independent public accountants who have issued in the Private Offering and by other security holders having contractual registration rights that exist a report on the date hereof (collectively, "Other Holders"), pro rata among the holders of the Warrant Shares ("Holders") and the Other Holders on the basis of the number of Warrant Shares of such Holders and securities of the Other Holders requested to be Company's financial statements included in such registration statement, and (iii) third, other securities requested in each case covering substantially the same matters with respect to be included in such registration statement. If the registration statement is filed in connection with an underwritten secondary registration on behalf of Other Holders, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration statement exceeds the number that can be sold in such offering, the Company will include in such registration statement (iand the prospectus included therein) firstand, in the securities case of such Other Holders requesting accountants' letter, with respect to events subsequent to the date of such registration pursuant financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to demand registration rights, pro rata among such Other Holders, (ii) second, Warrant Shares requested to be included underwriters in such registration statement, and (iii) third, other securities requested to be included in such registration statementunderwritten public offerings of securities. The Company shall keep also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement effective and current until permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the date that registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the Warrant Shares may be sold National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request. (g) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected by a majority of Holders whose Registrable Securities are being registered pursuant to Rule 144 without resale or volume restrictions or one year from the date such registration statement becomes effective, whichever occurs firstthis Section 6(a). In the event of such a proposed registration, the Company Such agreement shall furnish the then Holders of Warrant Shares with not less than twenty (20) days' written notice prior be reasonably satisfactory in form and substance to the proposed date of filing of Company, each Holder and such registration statement. Such notice to the Holders managing underwriters, and shall continue to be given for each registration statement filed contain such representations, warranties and covenants by the Company until and such time other terms as all are customarily contained in agreements of the Warrant Shares have been sold that type used by the Holdersmanaging underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Warrant Shares Company to or for the benefit of such underwriters shall exercise also be made to and for the "piggy-back" rights provided for herein by giving written notice within ten benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their shares and their intended methods of distribution. (10h) days Each of the receipt Holder(s) participating in any of the Company's notice foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of its intention to file a registration statementselling securityholders.