REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 14, 2001, by and
between CELERITY SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and CORNELL
CAPITAL PARTNERS L.P. (the "INVESTOR").
A. In connection with the Equity Line of Credit Agreement by and between the parties hereto of even date
herewith (the "EQUITY LINE OF CREDIT AGREEMENT"), the Company has agreed, upon the terms and
subject to the conditions of the Equity Line of Credit Agreement, to issue and sell to the Investor that number of
shares of the Company's common stock, par value $0.001 per share (the "COMMON STOCK"), which can be
purchased pursuant to the terms of the Equity Line Credit Agreement for an aggregate purchase price of up to
Ten Million Dollars $10,000,000. Capitalized terms not defined herein shall have the meaning ascribed to them in
the Equity Line of Credit Agreement.
B. To induce the Investor to execute and deliver the Equity Line of Credit Agreement, the Company has agreed
to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations
there under, or any similar successor statute (collectively, the "1933 ACT"), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Investor hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
a. "INVESTOR" means the Investor and any transferee or assignee thereof to whom the Investor assigns its
rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
b. "PERSON" means a corporation, a limited liability company, an association, a partnership, an organization, a
business, an individual, a governmental or polit