Common use of Restrictions on Transfer Registration Rights Clause in Contracts

Restrictions on Transfer Registration Rights. (a) Investor acknowledges that it is acquiring the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, and any applicable state or other securities laws ("State Acts"). Investor further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered shares of preferred stock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that the Shares have not been registered under the Securities Act or State Acts and further realizes that the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that the Company is not assuming any obligation to register such Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representations. (b) The Shares issued pursuant to this Agreement may not be transferred except in a transaction, which is in compliance with the Securities Act and State Acts. Except as provided hereafter, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Shares to an affiliate of Investor, including for this purpose if such Investor is an investment company, any fund or account advised by such Investor’s investment adviser or any affiliate thereof.

Restrictions on Transfer Registration Rights. (a) Investor acknowledges Each holder of a Warrant agrees that it is acquiring the Shares for its own account and for the purpose of investment and not with a view prior to making any distribution disposition or resale thereof within the meaning transfer of the Securities Act, and any applicable state Warrants or other securities laws shares issuable upon exercise of the Warrants ("State ActsShares"). Investor further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Shares in violation of unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or State Acts transfer is to be made; and acknowledges thatno such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws. (b) Each certificate evidencing the Warrants shall bear a legend in substantially the 11 following form, and each certificate evidencing Shares issuable upon exercise of the Warrants shall bear such a legend until such time as such Shares have been sold pursuant to a registration statement contemplated in subsection (c) or (d) below or unless, in taking unregistered shares the opinion of preferred stocklegal counsel to the Company, it must continue such legend is not required in order to bear economic risk in regard establish compliance with any provisions of applicable security laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 12 OF THE WARRANT AGREEMENT DATED AS OF JULY 25, 2001, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (c) Subject to its investment for an indefinite period of time because the next sentence below, beginning on the date that the Warrants are exercised, if the Company proposes to file with the Commission a registration statement with respect to equity securities of the fact that the Shares have not been registered Company (other than as to securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Securities Act or State Acts for which a Form S-4 Registration Statement could be used), it shall, at least 30 days prior to such filing, give written notice of such proposed filing to the holders of Warrants and further realizes that Shares which bear a legend as contemplated in Section 12(b) above and which shall not have previously been included in a registration statement filed under this Section 12(c) or Section 12(d), at their respective addresses as they appear on the records of the Company or the Company, and shall offer to include and shall include, subject to the provisions of this Section 12(c), in such filing any proposed disposition of such Shares canupon receipt by the Company, not less than 10 days prior to the proposed filing date, of a request therefor setting forth the facts with respect to such proposed disposition and all other information with respect to the holders of such Shares requested to be sold unless subsequently included in such filing as shall be reasonably necessary to be included in such Registration Statement. Notwithstanding the above, after such time as the holders shall have been given two opportunities to include their Shares in a Registration Statement of the Company pursuant to the immediately preceding sentence, and all securities of holders who shall have requested such inclusion in accordance herewith and who have not withdrawn such request prior to the filing of such Registration Statement have been included in such a Registration Statement which shall have become effective and such securities shall have been effectively registered under the Securities Act Act, the Company will have no further obligation to such holders under this Section 12(c) and State Acts or an exemption from the Shares of such holders that have not been included previously in a Registration Statement under this Section 12(c) will have no further registration is availablerights under Section 12(c) of this Agreement. Investor further recognizes In the event that (i) the managing underwriter for any such offering advises the Company in writing that the Company is not assuming any obligation to register inclusion of such Shares except as expressly set forth herein. Investor also acknowledges in the offering would be detrimental to the offering or (ii) in the event that appropriate legends reflecting there is no managing underwriter, if, in the status good faith judgment of the Board of Directors of the Company, inclusion of the Shares under in the Securities Act and State Acts may registration would be placed on seriously detrimental to the face Company, then, such Shares shall not be included in the Registration Statement, provided that no other shares of the certificates Company's Common Stock are included in the registration pursuant to any other piggyback registration rights granted to others. In the event that Shares requested to be included in an offering are not included in accordance with the immediately preceding sentence, any notice given to holders of Warrants 12 and Shares hereunder with respect to such offering shall not be counted against the limitation provided for in the Shares at the time second sentence of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representationsthis Section 12(c). (bd) The Shares issued In addition to any Registration Statement pursuant to this Agreement Section 12(c) hereof, after written notice upon exercise (the "Request") by the holders of at least 50% of the shares of Common Stock which have been (or may not be transferred except be) issued upon exercise of the Warrants, the Company will, as promptly as practicable (but in any event within 60 days), prepare and file at its own expense a transaction, which is in compliance Registration Statement with the Securities Act Commission and State Acts. Except appropriate Blue Sky authorities sufficient to permit the public offering of the shares of Common Stock underlying the Warrants, and will use reasonable efforts at its own expense through its officers, directors, auditors and counsel, in all ways necessary or advisable, to cause such Registration Statement to become effective as provided hereafterquickly as practicable and to maintain such effectiveness so as to permit resale of the shares of Common Stock covered by the Request until the earlier of the time that all such shares of Common Stock has been sold or the expiration of 120 days from the effective date of the Registration Statement; provided, it shall be a condition to any such transfer however, that the Company shall only be furnished with an opinion obligated to file one such Registration Statement under this Section 12(d). The Company shall not be required to effect a registration pursuant to this Section 12(d) if the Company shall furnish to holders requesting a registration statement pursuant to this Section 12(d), a certificate signed by the Chairman of counsel, which counsel and opinion shall be reasonably satisfactory to the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the effect Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating holders; provided that such right to delay a request shall be exercised by the proposed transfer would be Company not more than once in compliance any twelve (12) month period. (e) All fees, disbursements, and out-of-pocket expenses incurred in connection with the Securities Act filing of any Registration Statement under Section 12(c) hereof and State Actsin complying with applicable securities and Blue Sky laws shall be borne by the Company, provided, however, that any expenses of the holders of the Warrants or the Shares, including but not limited to attorneys' fees and discounts and commissions, shall be borne by such holders. Notwithstanding The Company at its expense will supply the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer holders of the Shares to an affiliate included in a Registration Statement with copies of Investor, including for this purpose if such Investor is an investment company, any fund Registration Statement and the prospectus or account advised offering circular included therein in such quantities as may be reasonably requested by such Investor’s investment adviser or holders. (f) Each holder of Shares to be included in a Registration Statement pursuant to this Section 12 agrees to reasonably cooperate with the Company and to provide the Company on its request with all information concerning such holder and his Warrants and Shares that may reasonably be requested by the Company in order for the Company to perform its obligations under this Section 12. (g) The registration rights provided pursuant to Section 12(c) and Section 12(d) above are subject to any affiliate thereofother registration rights previously granted by the Company.

Restrictions on Transfer Registration Rights. (a) Investor acknowledges Each holder of a Warrant agrees that it is acquiring the Shares for its own account and for the purpose of investment and not with a view prior to making any distribution disposition or resale thereof within the meaning transfer of the Securities Act, and any applicable state Warrants or other securities laws shares issuable upon exercise of the Warrants ("State ActsShares"). Investor further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Shares in violation of unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or State Acts transfer is to be made; and acknowledges thatno such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws. (b) Each certificate evidencing the Warrants shall bear a legend in substantially the following form, and each certificate evidencing Shares issuable upon exercise of the Warrants shall bear such a legend until such time as such Shares have been sold pursuant to a registration statement contemplated in subsection (c) or (d) below or unless, in taking unregistered shares the opinion of preferred stocklegal counsel to the Company, it must continue such legend is not required in order to bear economic risk in regard establish compliance with any provisions of applicable security laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 12 OF THE WARRANT AGREEMENT DATED AS OF FEBRUARY 12, 1998, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (c) Subject to its investment for an indefinite period of time because the next sentence below, beginning on the date that the Warrants are exercised, if the Company proposes to file with the Commission a registration statement with respect to equity securities of the fact that the Shares have not been registered Company (other than as to securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Securities Act or State Acts for which a Form S-4 Registration Statement could be used), it shall, at least 30 days prior to such filing, give written notice of such proposed filing to the holders of Warrants and further realizes that Shares which bear a legend as contemplated in Section 12(b) above and which shall not have previously been included in a registration statement filed under this Section 12(c) or Section 12(d), at their respective addresses as they appear on the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that records of the Company is not assuming any obligation to register such Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representations. (b) The Shares issued pursuant to this Agreement may not be transferred except in a transaction, which is in compliance with the Securities Act and State Acts. Except as provided hereafter, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to or the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Shares to an affiliate of Investor, including for this purpose if such Investor is an investment company, any fund or account advised by such Investor’s investment adviser or any affiliate thereof.shall

Restrictions on Transfer Registration Rights. (a) Investor acknowledges that it is acquiring There shall be no transfer of Warrants except as permitted pursuant to Section 1.3 hereof. If any Holder proposes to sell or otherwise transfer any Shares, and if such Shares are not then registered for resale pursuant to an effective registration statement under the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, the Holder proposing to make such transfer shall give written notice to the Company describing briefly the manner in which any such proposed transfer is to be made; and any applicable state or other securities laws ("State Acts"). Investor further agrees no such transfer shall be made unless the Company shall notify such Holder that it will not sellin the opinion of Company's counsel, assign, transfer or otherwise dispose of any of the Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered shares of preferred stock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that the Shares have not been registered registration under the Securities Act or State Acts and further realizes that the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that the Company is not assuming any obligation required with respect to register such Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representationstransfer. (b) The If at any time during the period prior to the Termination Date the Shares issued pursuant are not subject to this Agreement may not be transferred except in an effective registration statement under the Act (a transaction"REGISTRATION STATEMENT"), which is in compliance with the Securities Act and State Acts. Except as provided hereafter, it shall be a condition to any such transfer that the Company shall be furnished obligated to the Warrantholders and the registered holders of the Shares issued upon exercise of the Warrants (collectively with the Warrantholders, the "HOLDERS"), as follows: (i) Whenever during the period beginning on the Commencement Date and ending on the Termination Date, the Company proposes to file with the Securities and Exchange Commission (the "COMMISSION") a Registration Statement (other than a registration statement on Form S-8 (or other form) relating solely to securities issued pursuant to an opinion employee benefit plan, or a registration statement on Form F-4 or S-4 or any successor form thereto), the Company shall, at least 20 days prior to each such proposed filing, give written notice thereof to the Holders at their respective addresses appearing on the records of the Company, and shall offer to include and shall include in such filing any Shares as to which written requests for such inclusion are received by the Company from Holders not more than 10 days after such Company's notice is mailed to the Holders. The Shares which are the subject of valid requests from Holders are hereinafter referred to as the "PIGGYBACK SHARES." If such registration statement relates in whole or in part to an underwritten public offering of the Common Stock by the Company, the right of any Holder to registration pursuant to this Section 11(b) shall be conditioned upon such Holder's participation in any underwriting of the Company's public offering. All Holders proposing to distribute their Piggyback Shares through such underwriting shall (together with the Company and other holders of Common Stock participating in such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. In addition, if, after the number of Piggyback Shares is determined, the managing underwriter of such offering determines that marketing factors require a limitation on the number of shares of Common Stock to be underwritten other than those to be offered by the Company for its own account, the managing underwriter may exclude any or all of the Piggyback Shares from such registration statement and underwriting, but only to the extent that the Company excludes Common Stock which other shareholders of the Company have requested the Company to include in such registration statement and underwriting pursuant to "piggyback rights" similar to those granted in this Section 11(b) (such other Common Stock which is the subject of such requests are hereinafter referred to as "OTHER PIGGYBACK SHARES"). In the event that any Piggyback Shares are so excluded, the number of Piggyback Shares and Other Piggyback Shares that shall be included in such registration statement and underwriting shall be allocated equally among all Holders and the holders of Other Piggyback Shares in proportion, as nearly as practicable, to the total number of Piggyback Shares and Other Piggyback Shares. (c) In connection with any Registration Statement filed pursuant to paragraph (b) of this Section 11, the Company shall take such action as may be necessary or appropriate to comply with the securities or blue sky laws of such states of the United States as shall reasonably be requested by the Holders, and shall do any and all other acts which may be necessary or advisable to permit the proposed sale or other disposition of the Shares in any such state; provided that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or as a dealer in any jurisdiction where it is not already so qualified, or to execute a general consent for service of process in suits other than those arising out of the offer and sale of the Shares, or to take any action which would subject it to taxation in any jurisdiction where it is not then so subject. (d) The Company's obligations under paragraph (b) of this Section 11 with respect to any Holder shall be conditioned in each instance upon the timely receipt by the Company in writing of (i) information from such Holder as to the proposed plan of distribution of such Holder's Shares to be included in a Registration Statement, and (ii) such other information as may be required by law from such holder, or its underwriter or other agent, for inclusion in such Registration Statement. (e) Each Holder will not make any sale of the Shares, pursuant to the Registration Statement referred to in this Section 11 without effectively causing the prospectus delivery requirements under the Act to be satisfied. Each Holder acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to such registration statement has been field by the Company and declared effective by the Commission or until the Company has amended or supplemented such prospectus. The Company will use its best efforts to cause such amended registration statement to be declared effective and/or to deliver such amended or supplemented prospectus as soon as possible. Each Holder hereby covenants that it will not sell any Shares pursuant to said prospectus without first confirming with the Company that the Registration Statement has not been suspended, and during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder notice that the Holder may thereafter effect sales pursuant to said prospectus. (f) The Company shall pay all fees, disbursements and out-of-pocket expenses (other than any Holder's brokerage fees and commissions and legal fees) payable in connection with (i) any Registration Statement filed under Section 11(b), and (ii) compliance with applicable state securities and blue sky laws. In connection with registrations pursuant to Section 11(b) (i) hereof, each Holder shall also pay its pro-rata portion of any filing fee required by the Securities and Exchange Commission. The Company at its expense will supply the Holders of Shares included in a Registration Statement with copies of such Registration Statement and the prospectus included therein and other related documents and opinions and no-action letters, in such quantities as may be reasonably requested by such Holders. In connection with each Registration Statement, the Company shall furnish to Holders of Shares included therein such opinions of counsel, which comfort letters of accountants, certificates and other documents that are customary in connection with underwritten public offerings and that are reasonably requested by such Holders. (g) The Company shall not be required by this Section 11 to include or maintain in any Registration Statement any Shares which, in the opinion of counsel and opinion shall be reasonably satisfactory to for the Company, could be sold pursuant to Rule 144 under the effect that the proposed transfer would be Act in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Shares to an affiliate of Investor, including for this purpose if such Investor is an investment company, any fund or account advised by such Investor’s investment adviser or any affiliate thereofthree-month period without volume limitation.

Restrictions on Transfer Registration Rights. (a) Investor acknowledges that it is acquiring the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, and any applicable state or other securities laws ("State Acts"). Investor further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered shares of preferred common stock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that the Shares have not been registered under the Securities Act or State Acts and further realizes that the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that the Company is not assuming any obligation to register such the Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the InvestorsInvestor, subject to, and in reliance upon the Investors’ Investor's above representations. (b) The Shares issued pursuant to this Agreement may not be transferred except in a transaction, which is in compliance with the Securities Act and State Acts. Except as provided hereafterhereafter with respect to registration of the Shares or sale under Rule 144 as contemplated in Exhibit A, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Shares to an affiliate of Investor, including for this purpose if such Investor is an investment company, any fund or account advised by such Investor’s 's investment adviser or any affiliate thereof.

Restrictions on Transfer Registration Rights. (a) 5.1 Investor acknowledges represents and warrants that it is acquiring the Shares and Warrants for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, and any applicable state or other securities laws ("State Acts"). The Investor further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Shares or the Warrants, or shares of Common Stock issuable upon the exercise of the Warrants, in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered shares of preferred stocksecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Shares and Warrants, and shares of Common Stock issuable upon the Shares exercise of such Warrants, have not been registered under the Securities Act or State Acts and further realizes that such Shares or Warrants, or shares of Common Stock issuable upon the Shares exercise of such Warrants, cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. The Investor further recognizes that the Company Corporation is not assuming any obligation to register such Shares or the Warrants, or shares of Common Stock issuable upon the exercise of such Warrants, except as expressly set forth herein. The Investor also acknowledges that appropriate legends reflecting the status of the Shares and the Common Stock underlying the Warrants under the Securities Act and State Acts may be placed on the face of the certificates for the Shares such Common Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representations. (b) 5.2 The Shares and Warrants issued pursuant to this Agreement Agreement, and shares of Common Stock issuable upon the exercise of such Warrants, may not be transferred except in a transaction, transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafterhereafter with respect to registration of the Shares and shares of Common Stock issuable upon the exercise of the Warrants, it shall be a condition to any such transfer that the Company Corporation shall be furnished with an opinion of counselcounsel to the holder thereof, which counsel and opinion shall be reasonably satisfactory to the CompanyCorporation, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. 5.3 After the passage of 24 months after the Initial Closing Date, and upon receiving a demand therefor from the Investor, the Corporation shall use its best efforts to prepare and file with the SEC, on up to three occasions, a registration statement and such other documents as may be necessary in the opinion of both counsel for the Corporation and counsel for the Investor, in order to comply with the provisions of the Act so as to permit the registered resale of the Shares, and Shares issuable upon the exercise of the Warrants, for 18 consecutive months (each a "Demand Registration"). The Corporation may postpone for up to six months the filing or the effectiveness of a registration statement pursuant to a Demand Registration if the Corporation notifies the Investor that such Demand Registration would reasonably be expected to have an adverse effect on any business plan of the Corporation or any of its subsidiaries; provided that in such event, the Investor will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Corporation shall pay all registration expenses in connection with such registration. In the event circumstances change and Demand Registration would no longer have an adverse effect on any business plan of the Corporation or any of its subsidiaries, the Corporation shall within 30 days file with the SEC a registration statement and such other documents as may be necessary in the opinion of both counsel for the Corporation and counsel for the Investor, in order to comply with the provisions of the Act so as to permit the registered resale of the Shares, and Shares issuable upon the exercise of the Warrants. 5.4 (a) Additionally, if at any time after 24 months after the Initial Closing Date, the Corporation proposes to register any of its common stock under the Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form X-0, X-0 or another form not available for registering the Shares of Common Stock for sale to the public), each such time the Corporation will give written notice to the Investor of its intention to do so. Upon the written request of the Investor to register any of its Shares, and shares of Common Stock issuable upon the exercise of the Warrants, which notice must be received by the Corporation within 15 Business Days after the Corporation has given notice of the proposed registration to the Investor, the Corporation will use its best efforts to cause the Common Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent required to permit the sale or other disposition by the Investor (in accordance with such written request) of such shares of Common Stock so registered (a "Piggy-Back Registration"). Notwithstanding anything to the foregoingcontrary contained herein, furnishing such opinion of counsel shall not be a condition the Corporation may elect, at any time, to any transfer of register the Shares or the Common Stock underlying the Warrants, in which event the Investor agrees to an affiliate of Investor, including for this purpose if reasonably cooperate to facilitate such Investor is an investment company, any fund or account advised by such Investor’s investment adviser or any affiliate thereofregistration.

Restrictions on Transfer Registration Rights. (a) Investor acknowledges The Warrant Holder agrees and undertakes that if it is acquiring proposes to sell or otherwise transfer any Warrants or Shares and if such Warrants or Shares are not then registered for resale pursuant to an effective registration statement under the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, the Warrantholder proposing to make such transfer shall give written notice to the Company describing briefly the manner in which any such proposed transfer is to be made; and any applicable state or other securities laws ("State Acts"). Investor further agrees no such transfer shall be made unless the Company shall notify such Warrantholder that it will not sellin the opinion counsel reasonably satisfactory to such Warrantholder, assign, transfer or otherwise dispose of any of the Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered shares of preferred stock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that the Shares have not been registered registration under the Securities Act or State Acts and further realizes that the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that the Company is not assuming any obligation required with respect to register such Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representationstransfer. (b) The Shares issued pursuant to Within 30 days of the date of this Agreement may not be transferred except in a transaction, which is in compliance with the Securities Act and State Acts. Except as provided hereafter, it shall be a condition to any such transfer that the Company shall be furnished obligated to the Warrant Holder to file a Registration Statement under the the Act covering the Shares issuable upon exercise of the Warrants in conformity with the provisions of a certain Registration Rights Agreement entered into by the Warrant Holder and the Company on May 21, 1997. (c) In connection with any Registration Statement filed pursuant to paragraph (b) of this Section 11, the Company shall take such action as may be necessary or appropriate to comply with the securities or blue sky laws of such states of the United States as shall reasonably be requested by the Warrant Holder, and shall do any and all other acts which may be necessary or advisable to permit the proposed sale or other disposition of the Shares in any such state; provided that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or as a dealer in any jurisdiction where it is not already so qualified, or to execute a general consent for service of process in suits other than those arising out of the offer and sale of the Shares, or to take any action which would subject it to taxation in any jurisdiction where it is not then so subject. (d) The Company's obligations under paragraph (b) of this Section 11 with respect to the Warrant Holder shall be conditioned in each instance upon the timely receipt by the Company in writing of (i) information from such Warrant Holder as to the proposed plan of distribution of such Warrant Holder's Shares to be included in a Registration Statement, (ii) such other information as may be required by law from such holder, or its underwriter or other agent, for inclusion in such Registration Statement, and (iii) if such holder is not the Warrant Holder, an opinion agreement to be bound by the provisions of Sections 12 and 13 of this Agreement. (e) The Warrant Holder will not make any sale of the Shares, pursuant to the registration statement referred to in this Section 11 without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. The Warrant Holder acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to such registration statement has been field by the Company and declared effective by the Commission or until the Company has amended or supplemented such prospectus. The Company will use its best efforts to cause such amended registration statement to be declared effective and/or to deliver such amended or supplemented prospectus as soon as possible. The Warrant Holder hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Warrant Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Warrant Holder notice that the Warrant Holder may thereafter effect sales pursuant to said prospectus. (f) The Company shall pay all fees, disbursements and out-of-pocket expenses (other than the Warrant Holder's brokerage fees and commissions and legal fees) payable in connection with (i) any Registration Statement filed under paragraph 11(b) and (ii) compliance with applicable state securities and blue sky laws. The Company at its expense will supply the Warrant Holders of Shares included in a Registration Statement with copies of such Registration Statement and the prospectus included therein and other related documents and opinions and no-action letters, in such quantities as may be reasonably requested by such Warrantholders. In connection with each Registration Statement, the Company shall furnish to holders of Shares included therein such opinions of counsel, which counsel comfort letters of accountants, certificates and opinion shall be other documents that are customary in connection with underwritten public offerings and that are reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Shares to an affiliate of Investor, including for this purpose if such Investor is an investment company, any fund or account advised requested by such Investor’s investment adviser or any affiliate thereofWarrantholders.

Restrictions on Transfer Registration Rights. (a) Investor acknowledges that it is acquiring the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act, and any applicable state or other securities laws ("State Acts"). Investor further The Warrantholder agrees that it will not sell, assign, transfer or otherwise dispose prior to making any disposition of any of the Shares Warrants or Shares, the Warrantholder shall give written notice to the Company describing briefly the manner in violation which any such proposed disposition is to be made; and no such disposition shall be made except pursuant to an effective registration statement or in a transaction exempt from the registration requirements of the Securities Act Act, or State Acts and acknowledges if the Company has notified the Warrantholder that, in taking unregistered shares the reasonable opinion of preferred stockcounsel to the Company, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that the Shares have not been registered a registration statement or other notification or post-effective amendment thereto (hereinafter collectively a "Registration Statement") under the Securities Act or State Acts is required with respect to such disposition and further realizes that no such Registration Statement has been filed by the Shares cannot be sold unless subsequently registered under Company with, and declared effective, if necessary, by, the Securities Act and State Acts or an exemption from such registration is available. Investor further recognizes that Exchange Commission (the Company is not assuming any obligation to register such Shares except as expressly set forth herein. Investor also acknowledges that appropriate legends reflecting the status of the Shares under the Securities Act and State Acts may be placed on the face of the certificates for the Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with each of the Investors, subject to, and in reliance upon the Investors’ above representations"Commission"). (b) The Shares issued pursuant to this Agreement may not be transferred except in a transaction, which is in compliance with the Securities Act and State Acts. Except as provided hereafter, it shall be a condition to any such transfer that the Company shall be furnished obligated to the Warrantholder and the owner of the Shares issued upon exercise of the Warrant (the "Holder") to file a Registration Statement only as follows: (i) Whenever, during the seven-year period following the issuance of the Warrant, the Company proposes to file with an opinion the Commission a Registration Statement (other than a registration on Form X-0, X-0 or other limited purpose form) it shall, at least thirty (30) days prior to such filing, give written notice of counselsuch proposed filing to the Warrantholder and each Holder, which counsel and opinion shall be reasonably satisfactory to at its address appearing on the records of the Company, and shall offer to include and shall include in such filing any proposed disposition of the Shares upon receipt by the Company, not less than fifteen days prior to the effect that proposed filing date, of a request therefor setting forth the facts with respect to such proposed transfer would be disposition, unless a valid Registration Statement already includes the Warrant shares. (c) All fees, disbursements and out-of-pocket expenses in compliance connection with the Securities Act filing of any Registration Statement under Paragraph (b) of Section 10 and State Actsin complying with applicable securities and Blue Sky laws shall be borne by the Company, provided, however, that any expenses of the Warrantholder or -------- ------- Holders, including but not limited to attorneys' fees and discounts and commissions, shall be borne by the Warrantholder and Holders. Notwithstanding The Company at its expense will supply the foregoing, furnishing Warrantholder and any Holder with copies of such opinion of counsel Registration Statement and the prospectus or offering circular included therein and other related documents in such quantities as may be reasonably requested by the Warrantholder or Holder. (d) The Company shall not be a condition obligated to any transfer comply with the provisions of this Section 10 if the Common Stock or other securities issuable upon exercise of the Shares Warrant have been registered for resale under the Act, or such Common Stock or other securities may be sold pursuant to an affiliate applicable exemption from the registration requirements of Investorthe Act. (e) The Company shall have no obligation under this Section 10 to the extent that, including for with respect to an underwritten public offering registration, the managing underwriter of such public offering reasonably requests that the Shares or a portion thereof be excluded. (f) The Company agrees that it will use its best efforts to keep such Registration Statement effective until three months after this purpose if such Investor is an investment company, any fund Warrant has been exercised in full or account advised by such Investor’s investment adviser or any affiliate thereofhas expired.