270 Legal [Sample Agreements]

REGISTRATION RIGHTS AGREEMENT

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Section 2. Demand Registration.

2.1. (i) At any time on or after the date the Warrants shall be exercisable by Holder in accordance with their terms and upon satisfaction of any requirements in the Warrants or in the Services Agreement with respect to the disposition of the Warrants or of such Shares, if one or more Holders that own an aggregate market value of $2,000,000 or more at the time of the request of the Registrable Securities shall make a written request to the Company, the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act (a “Demand Registration”), and each Holder shall be entitled to have included therein (subject to Section 2.6) all or such number of such Holder’s Registrable Securities, as the Holder shall designate pursuant to Section 2.1(i) or (iii) in writing. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2.1(i).

(ii) The Company shall be entitled to postpone for up to 90 days the filing of, or any Transfer under, any registration statement otherwise required to be prepared and filed pursuant to this Section 2.1, if the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration to be effected or Transfer to be made at such time; provided, however, that such right shall not be invoked more than once in any twelve month period.

(iii) Whenever the Company shall have received a demand pursuant to Section 2.1(i) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all other Holders. Any such Holder may, within 20 days after receipt of such notice, request in writing that all of such Holder’s Registrable Securities, or any portion thereof designated by such Holder, be included in the registration.
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