Common use of S-3 Registration Statement Clause in Contracts

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, and file with the Securities and Exchange Commission a registration statement on Form S-3 (such registration statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to the

S-3 Registration Statement. To the extent that OnHealth is The parties contemplate that, not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen later than ten (1510) days after the Closingdate hereof, OnHealth Dilwxxxx Xxxxxx XXX shall prepareprepare and deliver to Parent and its professional advisors, an opinion (the DILWXXXX XXXURITIES OPINION") to the effect that no registration under the Securities Act is necessary with respect to the issuance at Closing of the shares of Parent Common Stock. Provided that the Dilwxxxx Xxxurities Opinion is so delivered by such date and is in all respects satisfactory to the Company, Parent and their respective professional advisors, then in such event: 35 37 (a) By not later than ninety (90) days after Parent has completed an offering of Parent Common Stock or debt or securities convertible into Parent Common Stock (but in no event later than March 31, 2001), Parent shall: (i) Prepare and file with the Securities and Exchange Commission a registration statement with the Commission on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Company is eligible to use under the Securities Act) ("S-3REGISTRATION STATEMENT") for covering the resale of those unregistered OnHealth the Parent Common Stock including all Escrow Shares (the "REGISTRABLE SECURITIES"), issued in, and to holders of Company Capital Stock as of the Effective Time who receive shares of Parent Common Stock in connection withwith the Merger, the Mergers or their successors or assigns in accordance with Section 6.1(n) (collectively, the "NEW ONHEALTH HOLDERS"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the 1933 Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to prevent dilution resulting from stock splits, stock dividends or similar transactions. OnHealth Thereafter, the Company shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue such Registration Statement and other filings to be declared effective as soon as practicable. Parent shall not be obligated to include in such Registration Statement any shares of Parent Common Stock of the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were other than shares issued pursuant to this Agreement, provided that . (ii) Prepare and file with the Commission such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over amendments and supplements to such Registration Statement and the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws prospectus used in connection with such Registration Statement as may be necessary to keep the issuance Registration Statement effective and to comply with the provisions of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant Securities Act with respect to the S-3. Any New OnHealth Holder selling stock registered disposition of all securities covered by such Registration Statement as set forth in the Registration Statement and then on a continuous basis in accordance with Rule 415 under the S-3 shall indemnify OnHealthSecurities Act; and, its officers notify the Holders of the effectiveness of such Registration Statement and directors, any amendments or supplements thereto. (iii) Furnish to each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under Holder such numbers of copies of a current prospectus conforming with the 1933 Act and requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or documents incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated therein and such other documents as such Holder may reasonably require in order that to facilitate the statements made in or incorporated disposition of Registrable Securities owned by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thesuch Holder.

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statementAT ANY TIME 72 DAYS FOLLOWING THE DATE HEREOF, within fifteen UPON THE WRITTEN REQUEST OF THE PURCHASER, THE SELLER SHALL BE OBLIGATED TO: (15a) days after the Closing, OnHealth shall prepare, Prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Seller is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Seller is eligible to use under the Securities Act) (the "S-3Registration Statement") for covering the resale of those unregistered OnHealth the Common Stock held by the Purchaser following conversion of its Shares issued in, and in connection with, the Mergers or upon exercise of its Warrants (collectively, the "NEW ONHEALTH HOLDERSRegistrable Securities"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the 1933 Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to prevent dilution resulting from stock splits, stock dividends or similar transactions. OnHealth Thereafter, the Seller shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue such Registration Statement and other filings to be declared effective as soon as practicable. (b) Prepare and file with the registration statement SEC such amendments and supplements to such Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement as set forth in the Registration Statement and then on a continuous basis in accordance with Rule 415 under the Securities Act; and, notify the Purchaser of the effectiveness of such Registration Statement and any amendments or supplements thereto. (c) Furnish to the Purchaser such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as the Purchaser may reasonably require in order to facilitate the disposition of Registrable Securities owned by the Purchaser. (d) Register and qualify, or obtain an appropriate exemption from registration or qualification for, the securities covered by such Registration Statement under such other securities or "Blue Sky" laws of each jurisdiction of the United States as the Purchaser may reasonably request, (B) prepare and file in those jurisdictions such supplements (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times, and (D) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or to file a general consent to service of process in any jurisdiction with respect to matters unrelated to the issuance of OnHealth the Common Shares Stock pursuant to this Agreement and hereto. (e) Promptly notify the resale Purchaser in writing of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under happening of any such event as a result of which the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses prospectus (including liability under the 1933 Act and the Securities and Exchange Act any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes an untrue statement of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false material fact or misleading or omitting omits to state a material fact necessary required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its reasonable best efforts to promptly update and/or correct such prospectus to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request. (f) Promptly notify the Purchaser of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Seller shall take all actions necessary to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (g) Permit counsel, designated by the Purchaser to review (A) the Registration Statement and (B) all amendments and supplements thereto relating to information concerning the Purchaser within a reasonable period of time prior to filing thereof, to the extent practicable. (h) List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the shares of Common Stock are traded. (i) If applicable, take all steps necessary to enable the Purchaser to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act. (j) Provide a CUSIP number and a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the reasonable request of the Purchaser, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order that to change the statements made plan of distribution set forth in such Registration Statement. (l) Furnish to the S-3Purchasers (i) a "10b-5 negative assurances letter" from the Seller's counsel and (ii) an independent auditor's comfort letter, each of which shall be addressed to the Purchaser and similar to such as would be provided in an underwritten offering. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each managing underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thesuch offering.

S-3 Registration Statement. To At any time six months following the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statementdate hereof, within fifteen upon the written request of the Purchaser, the Seller shall be obligated to: (15a) days after the Closing, OnHealth shall prepare, Prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Seller is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Seller is eligible to use under the Securities Act) (the "S-3Registration Statement") for covering the resale of those unregistered OnHealth the Common Stock held by the Purchaser following conversion of its Shares issued in, and in connection with, the Mergers or upon exercise of its Warrants (collectively, the "NEW ONHEALTH HOLDERSRegistrable Securities"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the 1933 Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to prevent dilution resulting from stock splits, stock dividends or similar transactions. OnHealth Thereafter, the Seller shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue such Registration Statement and other filings to be declared effective as soon as practicable. (b) Prepare and file with the registration statement SEC such amendments and supplements to such Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement as set forth in the Registration Statement and then on a continuous basis in accordance with Rule 415 under the Securities Act; and, notify the Purchaser of the effectiveness of such Registration Statement and any amendments or supplements thereto. (c) Furnish to the Purchaser such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as the Purchaser may reasonably require in order to facilitate the disposition of Registrable Securities owned by the Purchaser. (d) Register and qualify, or obtain an appropriate exemption from registration or qualification for, the securities covered by such Registration Statement under such other securities or "Blue Sky" laws of each jurisdiction of the United States as the Purchaser may reasonably request, (B) prepare and file in those jurisdictions such supplements (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times, and (D) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or to file a general consent to service of process in any jurisdiction with respect to matters unrelated to the issuance of OnHealth the Common Shares Stock pursuant to this Agreement and hereto. (e) Promptly notify the resale Purchaser in writing of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under happening of any such event as a result of which the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses prospectus (including liability under the 1933 Act and the Securities and Exchange Act any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes an untrue statement of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false material fact or misleading or omitting omits to state a material fact necessary required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its reasonable best efforts to promptly update and/or correct such prospectus to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request. (f) Promptly notify the Purchaser of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Seller shall take all actions necessary to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (g) Permit counsel, designated by the Purchaser to review (A) the Registration Statement and (B) all amendments and supplements thereto relating to information concerning the Purchaser within a reasonable period of time prior to filing thereof, to the extent practicable. (h) List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the shares of Common Stock are traded. (i) If applicable, take all steps necessary to enable the Purchaser to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act. (j) Provide a CUSIP number and a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the reasonable request of the Purchaser, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order that to change the statements made plan of distribution set forth in such Registration Statement. (l) Furnish to the S-3Purchasers (i) a "10b-5 negative assurances letter" from the Seller's counsel and (ii) an independent auditor's comfort letter, each of which shall be addressed to the Purchaser and similar to such as would be provided in an underwritten offering. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each managing underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thesuch offering.

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15a) days after the Closing, OnHealth shall prepare, and file Concurrently with the Securities and Exchange Commission preparation of the Proxy Statement/Proxy, Sensar shall also prepare a registration statement on Form S-3 registering the resale of up to 1,100,000 shares of estimated Sensar Common Stock or Sensar Common Stock held by affiliates of Sensar prior to the Closing Date (such registration statement and the prospectus included therein being referred to as the "S-3Resale Registration") for resale ). Such Resale Registration shall be filed immediately following the approval of those unregistered OnHealth this Agreement by the stockholders of Sensar and shall be kept effective by Sensar until all of the shares of Sensar Common Shares issued in, and Stock covered thereby have been sold or can otherwise be sold free of any restriction or limitation. The selling stockholders shall be as listed in connection withSchedule 7.03. Notwithstanding the foregoing, the Mergers selling shareholders listed in Schedule 7.03 shall agree that 500,000 shares subject to the S-3 shall not be sold prior to the date that is one hundred eighty (collectively180) days subsequent to the Closing Date. The obligations of this section 7.03 shall be for the benefit of the selling shareholders identified in Schedule 7.03 and shall survive the consummation of the transactions contemplated by this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-3 shall not, at the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information time the Resale Registration is mailed to the stockholders of Sensar, contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein not misleading. If at any time while the Resale Registration is effective, any event or circumstance relating to Sensar or any of its affiliates is discovered by selling shareholders under Sensar that should be set forth in an amendment to the 1933 Act. OnHealth Resale Registration, Sensar shall use its commercially reasonable best efforts promptly prepare and file such amendment. (c) The information supplied by ITES for inclusion in the Form S-3 shall not, at the time the Resale Registration is mailed to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement stockholders of Sensar and the prospectus contained therein ITES Shareholders, contain any untrue statement of a material fact or omit to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take state any action material fact required to be taken under stated therein or necessary in order to make the statements therein not misleading. If at any applicable state securities laws time while the Resale Registration is effective, any event or circumstance relating to ITES or any of its affiliates is discovered by ITES that should be set forth in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant a supplement to the S-3. Any New OnHealth Holder selling stock registered under the S-3 Resale Registration, ITES shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained promptly inform Sensar thereof in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thewriting.

S-3 Registration Statement. To the extent that OnHealth is not able (a) Either prior to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, and file or concurrently with the Securities and Exchange Commission filing of the Proxy Statement/Prospectus Sensar shall file a registration statement on Form S-3 (such registering the resale of the stock of the individuals and entities set forth on Schedule 4.04 not currently covered by a registration statement and the prospectus included therein being referred to as (the "S-3Resale Registration") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") ); provided that such New OnHealth Holders provided OnHealth with individuals and entities shall each execute an agreement satisfactory to Sensar pursuant to which they shall agree not to publicly sell or dispose of 50% of the registered shares until the expiration of 180 days following the effective date of the registration statement. Such Resale Registration shall be kept effective by Sensar until all reasonably requested of the shares of Sensar Common Stock covered thereby have been sold or can otherwise be sold free of any restriction or limitation. The obligations of this section 4.04 shall be for the benefit of the selling shareholders identified on schedule 4.04 and shall survive the consummation of the transactions contemplated by this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-3 shall not, at the time the Resale Registration is filed, becomes effective, or thereafter, contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein not misleading. If at any time while the Resale Registration is effective, any event or circumstance relating to Sensar or any of its affiliates is discovered by Sensar that should be set forth in an amendment to the Resale Registration, Sensar shall promptly prepare and file such amendment. Sensar will indemnify and hold harmless each person or entity selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if anyResale Registration, and each personof their respective officers, if anydirectors, shareholders and each person who controls OnHealthsuch selling shareholders within the meaning of Section 15 of the Securities Act from and against any and all losses, against Losses claims, damages, expenses, liabilities, or actions to which it may become subject under applicable law (including liability under the 1933 Securities Act and the Securities Exchange Act) and Exchange Act will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of 1934 ("1934 ACT")) arising by reason or are based upon any untrue statement or alleged untrue statement of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary or the omission of a material fact required to be stated therein, or necessary in order that to make the statements therein not misleading, except insofar as any statement or omission was made in the S-3, reliance upon and in conformity with information furnished in writing by such selling shareholder expressly for use therein. (c) The information supplied by Net for inclusion in the circumstances in which they are madeForm S-3 shall not, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under at the S-3time the Resale Registration is filed, and each underwriter and selling brokerbecomes effective, if anyor thereafter, against Losses (including liability under the 1933 and 1934 Acts) arising by reason contain any untrue statement of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary or omit to state any material fact required to be stated therein or necessary in order that to make the statements therein not misleading. If at any time while the Resale Registration is effective, any event or circumstance relating to Net or any of its affiliates is discovered by Net that should be set forth in a supplement to the Resale Registration, Net shall promptly inform Sensar thereof in writing. Net will indemnify and hold harmless Sensar and each of its officers, directors and each person who controls Sensar within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which it may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission of a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any statement or omission was made in or incorporated reliance upon and in conformity with information furnished in writing by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to theNet expressly for use therein.

S-3 Registration Statement. To Not later than three business days after the extent date of this Agreement, Parent shall request in writing from the Stockholders information about the Stockholders that OnHealth is not able Parent requires to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen prepare the S-3 (15as defined below). Not later than thirty (30) days after the Stockholders provide Parent with necessary information to prepare the S-3, but in no event prior to the Closing, OnHealth Parent shall prepare, and file with the Securities and Exchange Commission a registration statement on Form S-3 (such registration statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Parent Common Shares issued in, and in connection with, the Mergers Merger to the Stockholders (collectively, the "NEW ONHEALTH PARENT HOLDERS") provided that such New OnHealth Parent Holders have executed the Investment and Escrow Agreements and provided OnHealth Parent with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth Parent shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth Parent shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth Parent to enable the New OnHealth Parent Holders to resell the OnHealth Parent Common Shares that were issued pursuant to this Agreementin the Merger, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Parent Common Shares may be traded. OnHealth Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Parent Common Shares pursuant to this Agreement in the Merger and the resale of those shares pursuant to the S-3. Any New OnHealth Parent Holder selling stock registered under the S-3 shall indemnify OnHealthParent, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealthParent, against Losses liability (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Parent Holder provided to OnHealth Parent in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth Parent shall indemnify each New OnHealth Parent Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses liability (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Parent Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth Parent may suspend sales of OnHealth Parent Common Shares pursuant to thethe S-3 if it determines in good faith that such statements are materially misleading or contain material omissions, provided that Parent shall make a corrective filing as soon as practicable. The obligations of Parent pursuant to this Section 1.9.2 shall expire on the earlier of (i) the sale or other disposition of all of the Parent Shares issued in the Merger (including Parent Common Shares released pursuant to the Escrow Agreement or (ii) the ability of all New Parent Holders to dispose of all such shares within a single three (3) month period pursuant to Rule 144 of the 1933 Act.

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement(a) As soon as practicable, within fifteen (15) days after the Closing, OnHealth USWeb shall prepare, and file with the Securities and Exchange Commission SEC a registration statement on Form S-3 (the "S-3 Registration Statement") covering the number of Shares payable to the Seller on the Closing Date pursuant to Section 2.02(b)(i) having an aggregate market value of at least $125 million on the Closing Date (determined by reference to the closing price of USWeb common stock as reported by Nasdaq on the date two days preceding the Closing Date), and USWeb shall use commercially reasonable efforts to cause such S-3 Registration Statement to become effective as soon as practicable thereafter. USWeb acknowledges and agrees that the offering of shares of USWeb common stock covered by the S-3 Registration Statement will be an underwritten offering and that the underwriter or underwriters for such offering shall be mutually selected by the Seller and USWeb. With respect to the registration statement to be effected pursuant to this Section 7.02(a), USWeb further agrees as follows: (i) USWeb shall prepare and file with the SEC such amendments and supplements to the S-3 Registration Statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such S-3 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all shares of USWeb common stock covered by such S-3 Registration Statement; (ii) USWeb shall furnish to the Seller, the stockholders of Seller and the underwriter such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares of USWeb common stock covered by the S-3 Registration Statement; (iii) USWeb shall use commercially reasonable efforts to register and qualify the Shares covered by the S-3 Registration Statement under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by Seller, the stockholders of Seller or any underwriter; (iv) USWeb shall enter into and perform its obligations under a customary underwriting agreement; (v) USWeb shall promptly notify Seller and the stockholders of Seller: (i) when the S-3 Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the S-3 Registration Statement has been filed and, with respect to the S-3 Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of OnHealth Common Shares pursuant to this Agreement and any stop order suspending the resale effectiveness of those shares pursuant the S-3 Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by USWeb of any notification with respect to the S-3. Any New OnHealth Holder selling stock registered suspension of the qualification of any Shares for sale under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason securities or blue sky laws of any statement contained jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the existence of any fact of which USWeb becomes aware which results in the S-3S-3 Registration Statement, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false prospectus related thereto or misleading any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact necessary required to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of therein or necessary to make any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, therein not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to the.

S-3 Registration Statement. To At any time six months following the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statementdate hereof, within fifteen (15) days after upon the Closingwritten request of the Purchaser, OnHealth the Seller shall prepare, be obligated to: 5.1.1 Prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Seller is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Seller is eligible to use under the Securities Act) (the "S-3Registration Statement") for covering the resale of those unregistered OnHealth the Common Stock held by the Purchaser following conversion of its Shares issued in, and in connection with, the Mergers or upon exercise of its Warrants (collectively, the "NEW ONHEALTH HOLDERSRegistrable Securities"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the 1933 Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to prevent dilution resulting from stock splits, stock dividends or similar transactions. OnHealth Thereafter, the Seller shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue such Registration Statement and other filings to be declared effective as soon as practicable. 5.1.2 Prepare and file with the registration statement SEC such amendments and supplements to such Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement as set forth in the Registration Statement and then on a continuous basis in accordance with Rule 415 under the Securities Act; and, notify the Purchaser of the effectiveness of such Registration Statement and any amendments or supplements thereto. 5.1.3 Furnish to the Purchaser such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as the Purchaser may reasonably require in order to facilitate the disposition of Registrable Securities owned by the Purchaser. 5.1.4 Register and qualify, or obtain an appropriate exemption from registration or qualification for, the securities covered by such Registration Statement under such other securities or "Blue Sky" laws of each jurisdiction of the United States as the Purchaser may reasonably request, (B) prepare and file in those jurisdictions such supplements (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times, and (D) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or to file a general consent to service of process in any jurisdiction with respect to matters unrelated to the issuance of OnHealth the Common Shares Stock pursuant to this Agreement and hereto. 5.1.5 Promptly notify the resale Purchaser in writing of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under happening of any such event as a result of which the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses prospectus (including liability under the 1933 Act and the Securities and Exchange Act any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes an untrue statement of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false material fact or misleading or omitting omits to state a material fact necessary required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its reasonable best efforts to promptly update and/or correct such prospectus to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request. 5.1.6 Promptly notify the Purchaser of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Seller shall take all actions necessary to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. 5.1.7 Permit counsel, designated by the Purchaser to review (A) the Registration Statement and (B) all amendments and supplements thereto relating to information concerning the Purchaser within a reasonable period of time prior to filing thereof, to the extent practicable. 5.1.8 List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the shares of Common Stock are traded. 5.1.9 If applicable, take all steps necessary to enable the Purchaser to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act. 5.1.10 Provide a CUSIP number and a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. 5.1.11 At the reasonable request of the Purchaser, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order that to change the statements made plan of distribution set forth in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thesuch Registration Statement.

S-3 Registration Statement. To (a) On or prior to the extent that OnHealth is not able Filing Date, the Company shall use its best efforts to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Company is eligible to use under the Securities Act) (the "S-3Registration Statement"), covering the resale of the Common Stock held by the Holders upon exercise of their Warrants (the "Registrable Securities") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, shall contain (unless otherwise directed by the Mergers (collectively, Holders) substantially the "NEW ONHEALTH HOLDERS"Plan of Distribution" attached hereto as Annex A, which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders under stated therein, or necessary to make the 1933 Actstatements therein not misleading. OnHealth The Company shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue Registration Statement and other filings to be declared effective prior to February 1, 2004 and shall use its best efforts to keep such Registration Statement continuously effective under the registration statement Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the prospectus contained affected Holders (the "Effectiveness Period"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the day that the Company receives notification of the effectiveness of the Registration Statement from the Commission. The Holders covenant and agree that any and all sales of Registrable Securities will be made in accordance with the "Plan of Distribution" attached hereto as Annex A (or such other "Plan of Distribution" as the Holders might direct and to which the Company agrees). (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within fifteen Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective, or (iv) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for fifteen consecutive Trading Days in any individual case or an aggregate of twenty Trading Days during any twelve month period (which need not be updated consecutive Trading Days), (any such failure or breach being referred to as reasonably deemed necessary an "Event", and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such fifteen Trading Day period is exceeded, or for purposes of clause (iv) the date on which such fifteen or twenty Trading Day period, as applicable, is exceeded being referred to as "Event Date"), then on each such Event Date and every monthly anniversary thereof until the applicable Event is cured or until the Registrable Securities can be resold pursuant to Rule 144, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of, if the Warrants are "in the money" and then held by OnHealth the Holder, the value of any outstanding Warrants (valued at the difference between the average VWAP during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into). If the Company fails to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pay any liquidated damages pursuant to this AgreementSection in full within seven days after the date payable, provided that such resales shall take place in regular brokers' transactions, the Company will pay interest thereon at customary brokers' commissions, over the Nasdaq Stock Market a rate of 18% per annum (or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required lesser maximum amount that is permitted to be taken under any paid by applicable state securities laws law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares full. The liquidated damages pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 terms hereof shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act apply on a pro-rata basis for any portion of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant month prior to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales cure of OnHealth Common Shares pursuant to thean Event.

S-3 Registration Statement. To At any time 72 days following the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statementdate hereof, within fifteen upon the written request of the Purchaser, the Seller shall be obligated to: (15a) days after the Closing, OnHealth shall prepare, Prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Seller is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Seller is eligible to use under the Securities Act) (the "S-3Registration Statement") for covering the resale of those unregistered OnHealth the Common Stock held by the Purchaser following conversion of its Shares issued in, and in connection with, the Mergers or upon exercise of its Warrants (collectively, the "NEW ONHEALTH HOLDERSRegistrable Securities"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the 1933 Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to prevent dilution resulting from stock splits, stock dividends or similar transactions. OnHealth Thereafter, the Seller shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue such Registration Statement and other filings to be declared effective as soon as practicable. (b) Prepare and file with the registration statement SEC such amendments and supplements to such Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement as set forth in the Registration Statement and then on a continuous basis in accordance with Rule 415 under the Securities Act; and, notify the Purchaser of the effectiveness of such Registration Statement and any amendments or supplements thereto. (c) Furnish to the Purchaser such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as the Purchaser may reasonably require in order to facilitate the disposition of Registrable Securities owned by the Purchaser. (d) Register and qualify, or obtain an appropriate exemption from registration or qualification for, the securities covered by such Registration Statement under such other securities or "Blue Sky" laws of each jurisdiction of the United States as the Purchaser may reasonably request, (B) prepare and file in those jurisdictions such supplements (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times, and (D) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided that the Seller shall not be required in connection therewith or as a condition thereto to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or to file a general consent to service of process in any jurisdiction with respect to matters unrelated to the issuance of OnHealth the Common Shares Stock pursuant to this Agreement and hereto. (e) Promptly notify the resale Purchaser in writing of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under happening of any such event as a result of which the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses prospectus (including liability under the 1933 Act and the Securities and Exchange Act any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes an untrue statement of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false material fact or misleading or omitting omits to state a material fact necessary required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its reasonable best efforts to promptly update and/or correct such prospectus to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request. (f) Promptly notify the Purchaser of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Seller shall take all actions necessary to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (g) Permit counsel, designated by the Purchaser to review (A) the Registration Statement and (B) all amendments and supplements thereto relating to information concerning the Purchaser within a reasonable period of time prior to filing thereof, to the extent practicable. (h) List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the shares of Common Stock are traded. (i) If applicable, take all steps necessary to enable the Purchaser to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act. (j) Provide a CUSIP number and a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the reasonable request of the Purchaser, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order that to change the statements made plan of distribution set forth in such Registration Statement. (l) Furnish to the S-3Purchasers (i) a "10b-5 negative assurances letter" from the Seller's counsel and (ii) an independent auditor's comfort letter, each of which shall be addressed to the Purchaser and similar to such as would be provided in an underwritten offering. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each managing underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to thesuch offering.