Unassociated Document


    Amendments
      to the

    Registration
      Rights Agreement

     

    1.  The
      definition of “Registrable Securities” in Section 1 of the Registration Rights
      Agreement is hereby deleted, and the following new definition be substituted
      in
      lieu thereof: 

     

    “Registrable
      Securities” means the shares of Common Stock issuable upon exercise of the
      Warrants and the securities listed on Schedule
      II
      to the
      Registration Rights Agreement, as amended.”

     

    2.  Section
      2(b) of the Registration Rights Agreement is hereby deleted, and the following
      new Section 2(b) be substituted in lieu thereof:

     

    “Notwithstanding
      anything to the contrary set forth in this Section 2, in the event the
      Commission does not permit the Company to register all of the Registrable
      Securities in the Registration Statement because of the Commission’s application
      of Rule 415 or the Commission requires the Company to either exclude shares
      held
      by certain Holders or deem such Holders to be underwriters with respect to
      their
      Registrable Securities, the Company shall register in the Registration Statement
      such number of Registrable Securities as is permitted by the Commission without
      naming such Holder as an underwriter (unless such Holder agrees to be named
      as
      an underwriter), provided, however, that the number of Registrable Securities
      to
      be included in such Registration Statement or any subsequent registration
      statement shall be determined in the following order: the shares of Common
      Stock
      issuable upon exercise of the Warrants and the securities listed on Schedule
      II
      hereto, shall be registered on a pro rata basis among the holders of the
      Warrants and such securities. In the event the Commission does not permit the
      Company to register all of the Registrable Securities in the initial
      Registration Statement, the Company shall use its commercially reasonable
      efforts to file subsequent Registration Statements to register the Registrable
      Securities that were not registered in the initial Registration Statement as
      promptly as possible and in a manner permitted by the Commission. For purposes
      of this Section 2(b), “Filing Date” means with respect to each subsequent
      Registration Statement filed pursuant hereto, the later of (i) sixty (60) days
      following the sale of substantially all of the Registrable Securities included
      in the initial Registration Statement or any subsequent Registration Statement
      and (ii) six (6) months following the effective date of the initial Registration
      Statement or any subsequent Registration Statement, as applicable, or such
      earlier or later date as permitted or required by the Commission. For purposes
      of this Section 2(b), “Effectiveness Date” means with respect to each subsequent
      Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth
      (90th) day following the filing date of such Registration Statement (or in
      the
      event such Registration Statement is reviewed by the Commission, the one hundred
      twentieth (120th) day following such filing date) or (B) the date which is
      within three (3) Business Days after the date on which the Commission informs
      the Company (i) that the Commission will not review such Registration Statement
      or (ii) that the Company may request the acceleration of the effectiveness
      of
      such Registration Statement and the Company promptly makes such request;
      provided that, if the Effectiveness Date falls on a Saturday, Sunday or any
      other day which shall be a legal holiday or a day on which the Commission is
      authorized or required by law or other government actions to close, the
      Effectiveness Date shall be the following Business Day.”