Common use of Rights to Registration Clause in Contracts

Rights to Registration. (a) If, at any time during the period commencing on the effective date of this Agreement and ending ten (10) years thereafter, Seller shall determine to register under the Securities Act of 1933, as amended, any shares of Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 (or its equivalent), Seller will (i) promptly give written notice to Buyer of its intention to file such registration statement and (ii) at Seller's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Seller, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for Buyer) include among the securities covered by the registration statement such portions of the Shares then held by Buyer as shall be specified in a written request to Seller within thirty (30) days after the date on which Seller gave the notice described in (a)(i) above. (b) Upon receipt of such written request and of the shares of Stock specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock covered by the registration statement; and (iii) notify each Selling Shareholders, at any time when a prospectus relating to the Stock covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and at the request of the Selling Shareholders prepare and furnish to the Selling Shareholders any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. (a) If, at any time during the period commencing on after the effective date of issuance of this Agreement Warrant and ending ten (10) years thereafter, Seller the Company shall determine to register under the Securities Act of 1933, as amended, any shares of Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 S-I, S-2 or S-3 (or its their equivalent), Seller the Company will (i) promptly give written notice to Buyer the holder of this Warrant of its intention to file such registration statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for Buyerthe holder of this Warrant) include among the securities covered by the registration statement such portions of the Shares then held by Buyer the holder of this Warrant as shall be specified in a written request to Seller the Company within thirty (30) days after the date on which Seller the Company gave the notice described in (a)(i) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statement, as then in effect, includes an untrue statement of a material fact fat or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers the holder of the Stockthis Warrant, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. The Company shall file with the SEC as promptly as practicable, but not later than July 2, 1999, and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) If, at any time during days from the period commencing date of the Closing a "shelf" registration statement on the effective date of this Agreement and ending ten (10) years thereafter, Seller shall determine to register appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of 1933, as amended, any shares of Stock to be offered for cash by it or othersthe Shares, pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Purchasers for a registration statement period ending on Form S-1 (or its equivalent), Seller will the earlier of (i) promptly give written (x) the second anniversary of the Closing, (y) the expiration of the period following the Closing after which Rule 144(k) under the Securities Act becomes available to the Purchasers or (z) in the event the Company has at any time suspended the use of the prospectus contained in the Shelf Registration Statement pursuant to this paragraph, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to Buyer this paragraph to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a resumption notice or (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant a transaction exempt from registration (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its intention best efforts to file keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such registration action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerPurchaser) include among the securities covered by the registration statement S-1 Registration Statement such portions of the Shares then held by Buyer Purchaser as shall be specified in a written request to Seller the Company within thirty ten (3010) days after the date on which Seller the Company gave the notice described in (a)(ii) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement S-1 Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statementS-1 Registration Statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock Shares covered by such registration statement S-1 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statementS-1 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the StockShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. The Company shall use its best efforts to file with the SEC as promptly as practicable and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) Ifdays from the date of the Closing a "shelf" registration statement on the appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Shares, pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Purchasers for a period ending on the earlier of (i) (x) the second anniversary of the Closing, (y) the expiration of the period following the Closing after which Rule 144(k) under the Securities Act generally becomes available to non-affiliates of an issuer or (z) in the event the Company has at any time suspended the use of the prospectus contained in the Shelf Registration Statement pursuant to this paragraph, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to this paragraph to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a Resumption Notice of (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, if, at any time during the period commencing on after the effective date of this Agreement Closing and ending ten (10) years thereafter, Seller the Company shall determine to register under the Securities Act of 1933, as amended, any shares of Common Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 SB-1 (or its equivalent) (the "SB-1 Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements"), Seller the Company will (i) promptly give written notice to Buyer Purchaser of its intention to file such registration statement SB-1 Registration Statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerPurchaser) include among the securities covered by the registration statement SB-1 Registration Statement such portions of the Shares then held by Buyer Purchaser as shall be specified in a written request to Seller the Company within thirty (30) days after the date on which Seller the Company gave the notice described in (a)(ii) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement SB-1 Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statementSB-1 Registration Statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock Shares covered by such registration statement SB-1 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statementSB-1 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the StockShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. (a) If, at any time during the period commencing on upon the effective date of this Agreement Closing and ending ten (10) years thereafter, Seller shall determine to register under the Securities Act of 1933, as amended, any shares of Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 S-3 (or its equivalent) (which Seller represents and warrants it has determined to do within thirty (30) days following the Closing), Seller will (i) promptly give written notice to Buyer Purchaser of its intention to file such registration statement and (ii) at Seller's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Seller, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerPurchaser) include among the securities covered by the registration statement such portions of the Shares then held by Buyer Purchaser as shall be specified in a written request to Seller within thirty (30) days after the date on which Seller gave the notice described in (a)(i) above. (b) Upon receipt of such written request and of the shares of Stock specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock covered by the registration statement; and (iii) notify each Selling Shareholders, at any time when a prospectus relating to the Stock covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iv) at the request of the Selling Shareholders prepare and furnish to the Selling Shareholders any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. The Company shall use its best efforts to file with the SEC as promptly as practicable and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) Ifdays from December 23, 1998 (the "Issuance Date") a "shelf" registration statement on the appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Shares, pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Holders for a period ending on the earlier of (i) (x) the second anniversary of the Issuance Date, (y) the expiration of the period following the Issuance Date after which Rule 144(k) under the Securities Act generally becomes available to non-affiliates of an issuer, or (z) in the event the Company has at any time suspended the use of the prospectus contained in the Shelf Registration Statement pursuant to this section, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to this section to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a resumption notice; or (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions of this Warrant, the Company will ensure that (i) any Shelf Registration Statement including any amendment and any prospectus including any supplement forming part thereof complies in all material respects with the Securities Act and the rules and regulations thereunder; (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, if, at any time during the period commencing on after the effective date of this Agreement Issuance Date and ending ten (10) years thereafter, Seller the Company shall determine to register under the Securities Act of 1933, as amended, any shares of Common Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 (SB-1 or its equivalentequivalent (the "SB-1 Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements"), Seller the Company will (i) promptly give written notice to Buyer Holder of its intention to file such registration statement SB-1 Registration Statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerHolder) include among the securities covered by the registration statement SB-1 Registration Statement such portions of the Shares then held by Buyer Holder as shall be specified in a written request to Seller the Company within thirty (30) days after the date on which Seller the Company gave the notice described in (a)(ii) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement SB-1 Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statementSB-1 Registration Statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock Shares covered by such registration statement SB-1 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statementSB-1 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the StockShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. The Company shall use its best efforts to file with the SEC as promptly as practicable and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) Ifdays from the date of the Closing a "shelf" registration statement on the appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Shares, pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Purchasers for a period ending on the earlier of (i) (x) the second anniversary of the Closing, (y) the expiration of the period following the Closing after which Rule 144(k) under the Securities Act becomes available to the Purchasers or (z) in the event the Company has at any time suspended the use of the prospectus contained in the Shelf Registration Statement pursuant to this paragraph, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to this paragraph to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a resumption notice or (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, if, at any time during the period commencing on after the effective date of this Agreement Closing and ending ten (10) years thereafter, Seller the Company shall determine to register under the Securities Act of 1933, as amended, any shares of Common Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 (or its equivalent) or any other form permitting such registration (the "S-1 Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements"), Seller the Company will (i) promptly give written notice to Buyer Purchaser of its intention to file such registration statement S-1 Registration Statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerPurchaser) include among the securities covered by the registration statement S-1 Registration Statement such portions of the Shares then held by Buyer Purchaser as shall be specified in a written request to Seller the Company within thirty (30) days after the date on which Seller the Company gave the notice described in (a)(ii) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement S-1 Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statementS-1 Registration Statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock Shares covered by such registration statement S-1 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statementS-1 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the StockShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Rights to Registration. The Company shall use its best efforts to file with the SEC as promptly as practicable and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) Ifdays from the date of the Closing ================================================================================ 22 FORM 10-Q IMATRON INC. JUNE 30, 2001 ================================================================================ a "shelf" registration statement on the appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Shares (including for purposes of this Section 7 the Warrant Shares hereinafter defined and collectively with the Shares herein referred to as the "Shares") pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Purchasers for a period ending on the earlier of (i) (x) the second anniversary of the Closing, (y) the expiration of the period following the Closing after which Rule 144(k) under the Securities Act generally becomes available to non-affiliates of an issuer or (z) in the event the Company has at any time suspended the use of the prospectus contained in the Shelf Registration Statement pursuant to this paragraph, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to this paragraph to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a Resumption Notice of (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, if, at any time during the period commencing on after the effective date of this Agreement Closing and ending ten (10) years thereafter, Seller the Company shall determine to register under the Securities Act of 1933, as amended, any shares of Common Stock to be offered for cash by it or others, pursuant to a registration statement on Form S-1 S-3 (or its equivalent) (the "S-3 Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements"), Seller the Company will (i) promptly give written notice to Buyer Purchaser of its intention to file such registration statement S-3 Registration Statement and (ii) at Sellerthe Company's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Sellerthe Company, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for BuyerPurchaser) include among the securities covered by the registration statement S-3 Registration Statement such portions of the Shares then held by Buyer Purchaser as shall be specified in a written request to Seller the Company within thirty (30) days after the date on which Seller the Company gave the notice described in (a)(ii) above. (b) Upon receipt of such written request and of the shares of Stock Shares specified in the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: the Company shall (i) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within the United States; (ii) furnish each Selling Shareholder such number of copies of the prospectus contained in the registration statement S-3 Registration Statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock Shares covered by the registration statementS-3 Registration Statement; and (iii) notify each Selling ShareholdersShareholder, at any time when a prospectus relating to the Stock Shares covered by such registration statement S-3 Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statementS-3 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; and (iv) at the request of the Selling Shareholders Shareholder, prepare and furnish to the Selling Shareholders Shareholder any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the StockShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.. ================================================================================ 23 FORM 10-Q IMATRON INC. JUNE 30, 2001 ================================================================================

Rights to Registration. The Company shall file with the SEC as promptly as practicable and thereafter shall use its best efforts to cause to be declared effective within ninety (a90) If, at any time during days from the period commencing date of the Closing a "shelf" registration statement on the effective date of this Agreement and ending ten (10) years thereafter, Seller shall determine to register appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of 1933, as amended, any shares of Stock to be offered for cash by it or othersthe Shares, pursuant to Rule 415 or any similar rule that may be adopted by the SEC (the "Shelf Registration Statement"). The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Purchasers for a registration statement period ending on Form S-1 (or its equivalent), Seller will the earlier of (i) promptly give written notice to Buyer of its intention to file such registration statement and (iix) at Seller's expense (which shall include, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent accountants for Seller, and fees and expenses incident to compliance with state securities law, but shall not include fees and disbursements of counsel for Buyer) include among the securities covered by the registration statement such portions second anniversary of the Shares then held by Buyer as shall be specified in a written request to Seller within thirty Closing, (30y) days after the date on which Seller gave the notice described in (a)(i) above. (b) Upon receipt of such written request and expiration of the shares of Stock specified in period following the request (any shareholder requesting registration being individually called a "Selling Shareholder"), Seller shall: (iClosing after which Rule 144(k) use its reasonable best efforts to effect the registration, qualification or compliance of the Shares under the Securities Act and under becomes available to the Purchasers or (z) in the event the Company has at any other applicable federal law and any applicable securities or blue sky laws of jurisdictions within time suspended the United States; (ii) furnish each Selling Shareholder such number of copies use of the prospectus contained in the registration statement filed Shelf Registration Statement pursuant to this paragraph, the date beyond the earlier of the periods referred to in clauses (x) and (y) that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company gives notice of such suspension pursuant to this paragraph to and including the date when holders of Shares receive an amended or supplemented prospectus necessary to permit resales of Shares under the Shelf Registration Statement or to and including the date on which the Company gives a resumption notice or (ii) such time as all of the Shares covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in holders of Shares covered thereby not being able to offer and sell Shares during that period, unless such action, in the opinion of the Company after consulting with legal counsel, is required by applicable law. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (including preliminary prospectusii) in conformity with the requirements of the Securities Actany Shelf Registration Statement and any amendment thereto does not, and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Stock covered by the registration statement; and (iii) notify each Selling Shareholderswhen it becomes effective, at any time when a prospectus relating to the Stock covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus forming a part of such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and at the request of the Selling Shareholders prepare and furnish to the Selling Shareholders any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the Stock, such prospectus shall not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.