within ten (10) Business Days
after receipt of such written notice from the Company; provided, however, that
the Company may temporarily suspend the use of such registration statement for
the same reasons and on the same terms as described in Section 2(b) above. The
Company shall not be required to effect more than three (3) registrations
pursuant to this Section 2A(a) during any consecutive twelve (12) month period.
3.
"PIGGYBACK REGISTRATION".
(A)
IF AT ANY TIME DURING THE EFFECTIVENESS
PERIOD ANY REGISTRABLE SHARES ARE NOT ABLE TO BE RESOLD PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, AND THE COMPANY PROPOSES TO REGISTER ANY OF ITS COMMON
STOCK UNDER THE SECURITIES ACT, WHETHER AS A RESULT OF AN OFFERING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF OTHERS (BUT EXCLUDING ANY REGISTRATIONS TO BE EFFECTED
ON FORMS S-4 OR S-8 OR OTHER APPLICABLE SUCCESSOR FORMS), ON A REGISTRATION
STATEMENT THAT IS TO BE FILED PRIOR TO THE EXPIRATION OF THE EFFECTIVENESS
PERIOD, THE COMPANY SHALL, EACH SUCH TIME, GIVE TO THE INVESTORS TWENTY (20)
DAYS' PRIOR WRITTEN NOTICE OF ITS INTENT TO DO SO, AND SUCH NOTICE SHALL
DESCRIBE THE PROPOSED REGISTRATION AND SHALL OFFER SUCH INVESTORS THE
OPPORTUNITY TO INCLUDE IN SUCH REGISTRATION STATEMENT SUCH NUMBER OF REGISTRABLE
SHARES AS EACH SUCH INVESTOR MAY REQUEST.
UPON THE WRITTEN REQUEST OF ANY
INVESTOR GIVEN TO THE COMPANY WITHIN FIFTEEN (15) DAYS AFTER THE RECEIPT OF ANY
SUCH NOTICE BY THE COMPANY, THE COMPANY SHALL INCLUDE IN SUCH REGISTRATION
STATEMENT ALL OR PART OF THE REGISTRABLE SHARES OF SUCH INVESTOR, TO THE EXTENT
REQUESTED TO BE REGISTERED, SUBJECT TO SECTION 3(B).
(B)
IF A REGISTRATION PURSUANT TO SECTION 3
HEREOF INVOLVES AN UNDERWRITTEN OFFERING AND THE MANAGING UNDERWRITER SHALL
ADVISE THE COMPANY IN WRITING THAT, IN ITS OPINION, THE NUMBER OF SHARES OF
COMMON STOCK REQUESTED BY THE INVESTORS TO BE INCLUDED IN SUCH REGISTRATION IS
LIKELY TO AFFECT MATERIALLY AND ADVERSELY THE SUCCESS OF THE OFFERING OR THE
PRICE THAT WOULD BE RECEIVED FOR ANY SHARES OF COMMON STOCK OFFERED IN SUCH
OFFERING, THEN, NOTWITHSTANDING ANYTHING IN THIS SECTION 3 TO THE CONTRARY, THE
COMPANY SHALL ONLY BE REQUIRED TO INCLUDE IN SUCH REGISTRATION, TO THE EXTENT OF
THE NUMBER OF SHARES OF COMMON STOCK WHICH THE COMPANY IS SO ADVISED CAN BE SOLD
IN SUCH OFFERING, (I) FIRST, THE NUMBER OF SHARES OF COMMON STOCK REQUESTED TO
BE INCLUDED IN SUCH REGISTRATION FOR THE ACCOUNT OF ANY STOCKHOLDER THAT HAS
REGISTRATION RIGHTS PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT BETWEEN
PARTICLE DRILLING TECHNOLOGIES, INC., A DELAWARE CORPORATION, AND THE
STOCKHOLDERS LISTED ON SCHEDULE II HERETO (THE "PREVIOUS REGISTRATION RIGHTS
AGREEMENT"), (II) SECOND, THE NUMBER OF SHARES OF COMMON STOCK REQUESTED TO BE
INCLUDED IN SUCH REGISTRATION FOR THE ACCOUNT OF THE INVESTORS, PRO RATA
4
among the Investors on the basis of the number of shares of Common Stock
(including Warrant Shares) that each of them has requested to be included in
such registration, (iii) third, the number of shares of