AS AMENDED (THE "ACT").
(B)
PIGGYBACK REGISTRATION.
(I)
IF THE COMPANY PROPOSES TO REGISTER ANY
OF ITS SECURITIES UNDER THE ACT (OTHER THAN IN CONNECTION WITH A MERGER OR
PURSUANT TO FORM S-8) IT WILL GIVE WRITTEN NOTICE BY REGISTERED MAIL, AT LEAST
FIVE (5) DAYS PRIOR TO THE FILING OF EACH SUCH REGISTRATION STATEMENT, TO
WARRANT
HOLDER(S) AND/OR THE HOLDERS OF WARRANT SHARES OF ITS INTENTION TO DO
SO.
IF WARRANT HOLDERS AND/OR HOLDERS OF WARRANT SHARES NOTIFY THE COMPANY
WITHIN THREE (3) DAYS AFTER RECEIPT OF ANY SUCH NOTICE OF ITS OR THEIR DESIRE TO
INCLUDE ANY SUCH SECURITIES IN SUCH PROPOSED REGISTRATION STATEMENT, THE COMPANY
SHALL AFFORD SUCH HOLDERS THE OPPORTUNITY TO HAVE ANY SUCH WARRANT SHARES AS ARE
NOT SALEABLE UNDER RULE 144 OF THE ACT REGISTERED UNDER SUCH REGISTRATION
STATEMENT (SOMETIMES REFERRED TO HEREIN AS THE "PIGGYBACK REGISTRATION").
THE
HOLDERS OF THE WARRANT SHARES WILL COLLECTIVELY BE ENTITLED TO PARTICIPATE IN
ONE PIGGYBACK REGISTRATION.
(II)
NOTWITHSTANDING THE PROVISIONS OF THIS
SECTION (B), THE COMPANY SHALL HAVE THE RIGHT AT ANY TIME AFTER IT SHALL HAVE
GIVEN WRITTEN NOTICE PURSUANT TO THIS SECTION (B) (IRRESPECTIVE OF WHETHER A
WRITTEN REQUEST FOR INCLUSION OF ANY SUCH SECURITIES SHALL HAVE BEEN MADE) TO
ELECT NOT TO FILE ANY SUCH PROPOSED REGISTRATION STATEMENT, OR TO WITHDRAW THE
SAME AFTER THE FILING BUT PRIOR TO THE EFFECTIVE DATE THEREOF WITHOUT LIABILITY
TO ANY HOLDER.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, IF THE COMPANY SHALL NOT HAVE FILED A REGISTRATION STATEMENT
FOR THE WARRANT SHARES PURSUANT TO SECTION 12 HEREOF OR DESIRES TO EXCLUDE THE
WARRANT SHARES FROM SUCH REGISTRATION, THE COMPANY SHALL HAVE THE OPTION BUT NOT
THE OBLIGATION, UPON THE WRITTEN CONSENT AND NOTICE OF ELECTION OF A MAJORITY OF
THE HOLDERS OF THE WARRANTS AND/OR WARRANT SHARES, TO REPURCHASE (A) ANY AND ALL
WARRANT SHARES AT THE HIGHER OF THE CURRENT MARKET PRICE PER SHARE OF COMMON
STOCK ON (X) THE DATE OF THE NOTICE SENT PURSUANT TO SECTION 11(B)(I) OR (Y) THE
EXPIRATION OF THE PERIOD SPECIFIED IN SECTION 12(A)AND (B) ANY AND ALL WARRANTS
AT SUCH CURRENT MARKET PRICE LESS THE EXERCISE PRICE OF SUCH WARRANT.
SUCH
REPURCHASE SHALL BE IN IMMEDIATELY AVAILABLE FUNDS AND SHALL CLOSE WITHIN TWO
(2) DAYS AFTER THE LATER OF (A) THE EXPIRATION OF THE PERIOD SPECIFIED IN
SECTION 12(A) OR (B) THE DELIVERY OF THE WRITTEN NOTICE OF ELECTION SPECIFIED IN
THIS SECTION 11(B)(III).
(C)
DEMAND REGISTRATION.
(I)
IN THE EVENT THAT (A) THE COMPANY
RECEIVES FROM THE HOLDERS OF
A MAJORITY OF THE WARRANTS AND WARRANT SHARES A
WRITTEN REQUEST THAT THE COMPANY FILE A REGISTRATION STATEMENT ON FORM S-3 (OR
ANY SUCCESSOR FORM TO FORM S-3), OR ANY SIMILAR SHORT-FORM REGISTRATION
STATEMENT, FOR A PUBLIC OFFERING OF WARRANT SHARES (A "DEMAND REGISTRATION"),
THE REASONABLY ANTICIPATED AGGREGATE PRICE TO THE PUBLIC OF WHICH, NET OF
UNDERWRITING DISCOUNTS AND COMMISSIONS, WOULD BE AT LEAST $1,500,000 AND (B) THE
COMPANY IS A REGISTRANT ELIGIBLE TO USE FORM S-3 TO