BASIS AS WOULD RESULT IN THE EXCLUSION OF THE LEAST NUMBER OF SHARES
BY ALL SUCH DESIGNATED HOLDERS). IN ADDITION, IN THE EVENT THAT THE STAFF OR THE
SEC REQUIRES ANY DESIGNATED HOLDER SEEKING TO SELL SECURITIES UNDER A
REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT TO BE SPECIFICALLY
IDENTIFIED AS AN "UNDERWRITER" (AN "UNDERWRITER IDENTIFICATION") IN ORDER TO
PERMIT SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE, AND SUCH DESIGNATED
HOLDER DOES NOT CONSENT TO BEING SO NAMED AS AN UNDERWRITER IN SUCH REGISTRATION
STATEMENT, THEN, IN EACH SUCH CASE, THE COMPANY SHALL REDUCE THE TOTAL NUMBER OF
REGISTRABLE SECURITIES TO BE REGISTERED ON BEHALF OF SUCH DESIGNATED HOLDER,
UNTIL SUCH TIME AS THE STAFF OR THE SEC DOES NOT REQUIRE SUCH UNDERWRITER
IDENTIFICATION OR UNTIL SUCH DESIGNATED HOLDER ACCEPTS SUCH UNDERWRITER
IDENTIFICATION AND THE MANNER THEREOF. IN THE EVENT OF ANY REDUCTION IN
REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 3.2(B), IF REQUESTED BY A
DESIGNATED HOLDER HOLDING REGISTRABLE SECURITIES THAT WERE SO EXCLUDED FROM SUCH
REGISTRATION, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRABLE SECURITIES TO BE REGISTERED TO THE GREATEST EXTENT AND AT THE
EARLIEST OPPORTUNITY PRACTICABLE AND IN ANY EVENT NOT LATER 30 DAYS AFTER THE
EARLIEST PRACTICABLE DATE PERMITTED UNDER APPLICABLE GUIDANCE OF THE SEC AND THE
STAFF (AND SHALL USE ITS REASONABLE BEST
6
EFFORTS TO EFFECT ADDITIONAL REGISTRATIONS OF REGISTRABLE SECURITIES UNTIL ALL
SUCH SECURITIES HAVE BEEN INCLUDED IN ADDITIONAL REGISTRATION STATEMENTS).
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE
EVENT THE SEC OR THE STAFF DOES NOT PERMIT INCLUSION OF ADDITIONAL WARRANT
SHARES IN A REGISTRATION STATEMENT UNTIL SUCH TIME THAT THE RELATED ADDITIONAL
WARRANTS ARE OUTSTANDING, THEN SUCH ADDITIONAL WARRANT SHARES MAY BE EXCLUDED
FROM THE INITIAL SHELF REGISTRATION STATEMENT. THEREAFTER, ON A SEMI-ANNUAL
BASIS (BY JUNE 30 AND DECEMBER 31 OF EACH YEAR), THE COMPANY SHALL BE OBLIGATED
TO FILE A REGISTRATION STATEMENT COVERING THE RESALE OF ANY ADDITIONAL WARRANT
SHARES UNDERLYING ADDITIONAL WARRANTS THAT ARE OUTSTANDING AT SUCH TIME;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO FILE SUCH A
REGISTRATION STATEMENT IF THE TOTAL NUMBER OF ADDITIONAL WARRANT SHARES TO BE
INCLUDED IN SUCH REGISTRATION STATEMENT IS LESS THAN 100,000 (AS ADJUSTED FOR
STOCK DIVIDENDS, SPLITS, COMBINATIONS AND THE LIKE) OR IF THE ADDITIONAL WARRANT
SHARES HAVE BEEN REGISTERED ON A PRIOR REGISTRATION STATEMENT.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, A
DESIGNATED HOLDER SHALL HAVE THE RIGHT TO REQUIRE THE COMPANY TO EXCLUDE ALL OR
ANY PORTION OF SUCH DESIGNATED HOLDER'S REGISTRABLE SECURITIES FROM ANY
REGISTRATION STATEMENT, BY WRITTEN NOTICE TO THE COMPANY UPON SUCH DESIGNATED
HOLDER'S REASONABLE BELIEF THAT (I) INCLUSION OF SUCH REGISTRABLE SECURITIES IN
THE REGISTRATION STATEMENT COULD SUBJECT SUCH DESIGNATED HOLDER TO UNDERWRITER
LIABILITY, OR (II) THE SEC OR THE STAFF WILL IMPOSE RESTRICTIONS AND TERMS ON
THE DISPOSITION OF SUCH REGISTRABLE SECURITIES THAT ARE MATERIALLY INCONSISTENT
WITH THE PLAN OF DISTRIBUTION ATTACHED HERETO AS EXHIBIT B. IN SUCH EVENT, THE
COMPANY SHALL