Common use of Registration Under Securities Act of 1933 Clause in Contracts

Registration Under Securities Act of 1933. a) The Company agrees to register the Warrants Shares in accordance with the terms of the Financing Agreement. b) The Company shall (i) furnish each Holder of any GCA Warrants Shares and each underwriter (Underwriter) of such GCA Warrants Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act of 1933 (Act), (and such other documents as each such Holder or each such Underwriter may reasonably request) in order to facilitate the sale or distribution of the GCA Warrants Shares, (ii) use its best efforts to register or qualify such GCA Warrants Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any such GCA Warrants Shares and each Underwriter of GCA Warrants Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such Underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall havc reasonably requested that the GCA Warrants Shares be sold. c) The Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5, other than underwriting discounts and applicable transfer taxes relating to the GCA Warrants Shares. d) The Company will indemnify the Holders of GCA Warrants Shares which are included in any Registration Statement substantially to the same extent as the Company may indemnify any Underwriters of a public offering of Common Stock pursuant to the Underwriting Agreement and such Holders will indemnify the Company (and the Underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the Underwriters have indemnified the Company.

Registration Under Securities Act of 1933. a) The Company agrees to register include the Warrants Shares shares of Common Stock underlying the Warrant in accordance with any registration statement required to be filed under that certain Convertible Note issued to HCF by the terms of Company on the Financing Agreementdate hereof. b) The Company agrees that if, at any time and from time to time during the period commencing on September 1, 1997 and ending on January 31, 2002, the Board of Directors of the Company shall authorize the filing of a registration statement or a post-effective amendment to a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act other than a registration statement on Form X-0, Xxxx X-0 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its shareholders, subject to the holder providing such information and customary indemnitees as reasonably requested by the Company or its underwriters, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement will be filed and that the Company will use its best efforts to cause the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, at the Holder's and such Holders' request, to be included in such Subsequent Registration Statement, (ii) use its best efforts to cause to be included in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement or to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale or other disposition; provided however, that (i) the Holders shall be entitled to only two registrations under this section 5(b); and (ii) the Holder agrees to sell Warrant Shares in the same manner and on the same terms and conditions as the other Common Stock which the Company proposes to register, including any "lock-up" agreements required of other selling shareholders of the Company, and (iii) if the registration is to include Common Stock to be sold for the account of the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of a portion or all of the Holder's Warrant Shares is likely to affect adversely the success of the offering by the Company or the price it would receive; if, however, such underwriter does so opine then the distribution of all or a specified portion of the Warrant Shares shall be excluded from such registration; in such event, the Company shall give the Holder prompt notice of the number of shares of Warrant Shares excluded from such registration at the request of the managing underwriter and no such exclusion shall reduce the securities being offered by the Company for its own account in such registration statement. c) Whenever the Company is required pursuant to the provisions of this Section 5 to include Warrant Shares in a registration statement or a post-effective amendment to a registration statement, the Company shall (i) furnish each Holder of any GCA Warrants such Warrant Shares and each underwriter (Underwriter) of such GCA Warrants Warrant Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act of 1933 (Act), (and such other documents as each such Holder or each such Underwriter underwriter may reasonably request) in order to facilitate the sale or distribution of the GCA Warrants Warrant Shares, (ii) use its best efforts to register or qualify such GCA Warrants Warrant Shares under the blue sky laws (to the extent applicable) of applicable)of such jurisdiction or jurisdictions as the Holders of any such GCA Warrants Warrant Shares and each Underwriter underwriter of GCA Warrants Warrant Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such Underwriters underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall havc have reasonably requested that the GCA Warrants Warrant Shares be sold. cd) The Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5; provided that, other than the Company shall not be liable for underwriting discounts and or commissions, applicable transfer taxes relating to the GCA Warrants Warrant Shares, or the fees and expenses of counsel for any holder, provided that the Company will pay costs of Company counsel when Company counsel is representing any or all of the selling shareholders. de) The Company will indemnify the Holders of GCA Warrants Warrant Shares which are included in any each Subsequent Registration Statement substantially to the same extent as the Company may indemnify any Underwriters has indemnified the underwriters (the "Underwriters") of a its public offering of Common Stock pursuant to the Underwriting Agreement and such Holders will indemnify the Company (and the Underwritersunderwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the Underwriters have indemnified the Company.

Registration Under Securities Act of 1933. a(i) The Company agrees that if, at any time, the Company proposes to register file with the SEC a registration statement (other than a registration statement for the Initial Public Offering or a registration statement on Form S-4 or S-8 or any corresponding future forms, or any other form for a limited purpose which excludes registration of the Underlying Common Shares, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) in connection with the registration of its Common Stock, the Company shall give written notice of such proposed filing to all Holders of the Warrants and/or the Underlying Common Shares and shall use its reasonable efforts to include in such filing any proposed disposition of the Underlying Common Shares upon receipt by the Company of a written request therefor, given within 10 days after such notice is given by the Company, setting forth the facts with respect to such proposed disposition and all other information with respect to such person necessary to be included in such registration statement; provided that the Company shall have the right to postpone or withdraw any registration of its Common Stock (and the corresponding registration effected pursuant to this Section 5) without obligation to any such Holder (the "Piggy-Back Registration"). (ii) From time to time, the Holder may make a written request for registration under the Securities Act of its Underlying Common Shares (a "Demand Registration"). Any such request will specify the number of Underlying Common Shares proposed to be sold (the "Included Shares") and will also specify the intended method of disposition thereof. Upon receipt of such request for registration, the Company shall use its reasonable best efforts to effect, at the earliest possible date, such registration under the Securities Act of the Included Shares. (b) Notwithstanding the foregoing, the Company shall not be required to include any Underlying Common Shares in accordance with an underwritten public offering unless each such Holder accepts the terms of the Financing Agreementunderwriting as agreed upon between the Company and the underwriter(s) selected by it, and then only in such quantity, if any, as will not, in the opinion of the managing underwriter, jeopardize or be detrimental to the success of the offering (including price) by the Company. In the event that the managing underwriter advises the Company in writing that the total amount of securities, including the Underlying Common Shares, requested to be included in such offering by all persons having registration rights with respect thereto exceeds the amount that the managing underwriter believes can be offered without jeopardizing or being detrimental to the success of such offering, the quantity of securities that the managing underwriter believes can be offered without causing such adverse effect shall be allocated first to the Company, then to the requesting Holders of Warrants and/or Underlying Common Shares and any other holders of Common Stock having registration rights with respect thereto as of the date hereof, and thereafter pro rata among other security holders of the Company possessing similar registration rights in accordance with their relative holdings, it being agreed to by the Company that no person who does not possess such registration rights shall be allowed to participate in the offering to the exclusion of any Underlying Common Shares requested to be included by any Holder, and such Underlying Common Shares shall be offered and sold on the same terms and conditions as the shares of Common Stock, if any, being offered by the Company in such offering. In the event that any of the Underlying Common Shares are registered in connection with the registration of an underwritten public offering (other than the Initial Public Offering) but are not included in such underwritten public offerings which are excluded from the offering shall be withheld from the market by each such Holder for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The Company shall use its best efforts to keep effective any registration statement covering any of the Underlying Common Shares not subject to or included in an underwritten public offering for a period of 90 days after the later of the effective date of such registration statement or the date, if any, that the managing underwriter specifies to be the date upon which such Underlying Common Shares may be distributed; provided that the Company may keep such registration statement effective for a shorter period if all the Holders whose Underlying Common Shares were included in such registration statement have notified the Company in writing that the distribution of their Underlying Common Shares has been completed. b(c) The Whenever the Company is required pursuant to the provisions of this Section 5 to include Underlying Common Shares in a registration statement, the Company shall (i) furnish each Holder of any GCA Warrants such Underlying Common Shares and each underwriter (Underwriter) of such GCA Warrants Underlying Common Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act of 1933 (Act), (and such other documents as each such Holder or each such Underwriter underwriter may reasonably request) in order to facilitate the sale or distribution of the GCA Warrants Underlying Common Shares, (ii) use its best efforts to register or qualify such GCA Warrants Underlying Common Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any such GCA Warrants Underlying Common Shares and each Underwriter underwriter of GCA Warrants Underlying Common Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such Underwriters underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall havc have reasonably requested that the GCA Warrants Underlying Common Shares be sold. Notwithstanding the foregoing, the Company shall not be required to register the Underlying Common Shares or perfect any exemption for the offering and sale of the Underlying Common Shares under (i) the securities laws of any foreign jurisdiction, (ii) the securities laws of any State, territory or possession of the United States in the event that registration or the perfection of any exemption under the law of any such State, territory or possession would, in the opinion of the Company, result in the imposition of unreasonable restrictions on the Company or its shareholders, officers, directors or employees or (iii) the securities laws of any state, territory or possession of the United States which would require the Company to file a general consent to service of process to qualify as a foreign corporation to do businesterritory or possession. c(d) The To the extent permitted by applicable law, the Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5Section, including the attorneys' fees (including those of in-house counsel) and expenses of the Holder(s) of the Underlying Common Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts discounts, commissions and non-accountable expense allowance and applicable transfer taxes relating to the GCA Warrants Underlying Common Shares. d) The Company will indemnify the Holders of GCA Warrants Shares which are included in any Registration Statement substantially to the same extent as the Company may indemnify any Underwriters of a public offering of Common Stock pursuant to the Underwriting Agreement and such Holders will indemnify the Company (and the Underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the Underwriters have indemnified the Company.

Registration Under Securities Act of 1933. (a) The Company agrees that if, at any time, and from time to register time, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being sometimes hereinafter called a "SUBSEQUENT REGISTRATION STATEMENT") under the Act in connection with the proposed offer of any of its securities by it or any of its shareholders, the Company will (i) promptly notify the Holder and all other registered Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders will be included in such Subsequent Registration Statement at the Holder's and such Holders' request, and (ii) cause such Subsequent Registration Statement to cover all Warrant Shares which it has been so requested to include. In the event the Company undertakes a bona fide underwritten offering with gross proceeds in excess of $25 million (a "QUALIFIED UNDERWRITING"), then the Holder of the Warrant will agree to lock-up their Warrant Shares pro rata with any other selling security holder in the Qualified Underwriting for a period not longer than six months from the effective date of the Qualified Underwriting. (b) If securities are proposed to be offered for sale pursuant to such Subsequent Registration Statement by other security holders of the Company and the total number of the shares to be offered by Holders and such other selling security holders is required to be reduced pursuant to a request from the underwriter or managing underwriter, the aggregate number of shares to be offered by Holders pursuant to such Subsequent Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter or managing underwriter believes may be included for all the selling security holders (including Holders) as the original number of securities proposed to be sold by Holders bear to the total original number of securities proposed to be offered by Holders and the other selling securityholders. (c) Whenever the Company is required pursuant to the provisions of this Section 10 to include Warrant Shares in accordance with a registration statement, the terms of the Financing Agreement. b) The Company shall (i) furnish each Holder of any GCA Warrants such Warrant Shares and each underwriter (Underwriter) of such GCA Warrants Warrant Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act of 1933 (Act), (and such other documents as each such Holder or each such Underwriter underwriter may reasonably request) in order to facilitate the sale or distribution of the GCA Warrants Warrant Shares, (ii) use its best efforts to register or qualify such GCA Warrants Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any such GCA Warrants Warrant Shares and each Underwriter underwriter of GCA Warrants Warrant Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such Underwriters underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall havc have reasonably requested that the GCA Warrants Warrant Shares be sold. c(d) The Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5Section, including the reasonable attorneys' fees and expenses of one counsel for the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts discounts, brokerage commissions and applicable transfer taxes relating to the GCA Warrants Warrant Shares. d(e) The Company will indemnify the Holders of GCA Warrants Shares which are included in any Registration Statement substantially to the same extent as the Company may indemnify any Underwriters of a public offering market price of Common Stock pursuant to shall mean the Underwriting Agreement and such Holders will indemnify price of a share of Common Stock on the Company relevant date, determined on the basis of the last reported sale price of the Common Stock as reported on the NASDAQ National Market System (and the Underwriters"NASDAQ"), or, if applicable) with respect to information furnished there is no such reported sale on the day in question, on the basis of the average of the closing bid and asked quotations as so reported, or, if the Common Stock is not listed on NASDAQ, the last reported sale price of the Common Stock on such other national securities exchange upon which the Common Stock is listed, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the closing bid and asked quotations on the day in question in the over-the-counter market as reported by them in writing to the Company for inclusion therein substantially to the same extent National Association of Securities Dealers' Automated Quotations System, or, if not so quoted, as the Underwriters have indemnified the Companyreported by National Quotation Bureau, Incorporated or a similar organization.