Common use of Required Registrations Clause in Contracts

Required Registrations. If on any two occasions (providing the offering is consummated) one or more holders of at least 60% of the Registrable Shares shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations pursuant to this Section 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) thirty-six (36) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or while the Company is in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's current circumstances.

Required Registrations. If on any two three occasions (providing the offering is consummated) one or more holders of at least 60% of the Registrable Shares shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations pursuant to this Section 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) thirty-six (36) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or for a period of sixty (60) days while the Company is actively in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's current circumstances. - 20 - 21 5.03. REGISTRATIONS ON FORMS S-2 OR S-3. In addition to the rights provided the holder of Registrable Shares in Sections 5.01 and 5.02 above, if the registration of Registrable Shares under the Securities Act can be effected on Forms S-2 or S-3 (or any similar form promulgated by the Commission), then upon the written request of one or more holders of a majority of the Registrable Shares, the Company will so notify each holder of Registrable Shares, including each holder who has a right to acquire Registrable Shares, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on Forms S-2 or S-3 of all or such portion of the Registrable Shares as the holder or holders shall specify; provided, however, the Company shall not be required to effect a registration pursuant to this Section 5.03 unless the market value of the Registrable Shares to be sold in any such registration shall be estimated to be at least $1,000,000 at the time of filing such registration statement before calculation of underwriting discounts and commissions, and further provided that the Company shall not be required to effect more than two (2) registrations during any twelve (12) month period pursuant to this Section 5.03 and six (6) registrations in the aggregate under this Section 5.03. No request for registration under this Section 5.03 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or for a period of sixty (60) days while the Company is actively in the process of preparing a registration statement.

Required Registrations. If on any two occasions one occasion (providing the offering is consummated) one or more holders of at least 60% of the Registrable Shares shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations one registration pursuant to this Section 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) thirtytwenty-six (3626) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or while the Company is in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's current circumstances.the

Required Registrations. If on any two occasions (providing the offering is consummated) one or more holders of at least 60% of the Registrable Shares shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations pursuant to this Section 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement at least eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) thirty-six twenty (3620) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or while the Company is in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's current circumstances.