THE
CERTIFICATE OF DESIGNATION, AND, EFFECTIVE UPON THE CLOSING, THE BOARD SHALL
APPOINT SUCH INDIVIDUAL DESIGNATED BY THE HOLDERS OF SERIES A PREFERRED STOCK,
WHO SHALL BE REASONABLY ACCEPTABLE TO THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD, TO SERVE ON THE BOARD FROM AND AFTER THE CLOSING AND
UNTIL SUCH DESIGNEE'S SUCCESSOR IS DESIGNATED AND ELECTED.
7.
PREEMPTIVE RIGHTS
7.1.
NEW ISSUANCES; PREEMPTIVE RIGHTS.
THE COMPANY SHALL NOT ISSUE,
SELL, EXCHANGE, AGREE OR OBLIGATE ITSELF TO ISSUE, SELL OR EXCHANGE, OR RESERVE
OR SET ASIDE FOR ISSUANCE, SALE OR EXCHANGE (A "NEW ISSUANCE") ANY (I) SHARES OF
CAPITAL STOCK OF THE COMPANY, (II) WARRANTS, OPTIONS OR OTHER RIGHTS TO PURCHASE
CAPITAL STOCK OF THE COMPANY (COLLECTIVELY, "RIGHTS") OR (III) DEBENTURES OR
OTHER SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF
THE COMPANY (COLLECTIVELY, "CONVERTIBLE SECURITIES"), OTHER THAN IN AN EXEMPT
ISSUANCE (AS DEFINED IN SECTION 7.4 HEREOF), UNLESS IN THE CASE OF EACH NEW
ISSUANCE, THE COMPANY SHALL HAVE FIRST OFFERED TO SELL SUCH SECURITIES (THE
"OFFERED SECURITIES") TO THE PURCHASERS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 7.2 HEREOF.
7.2.
RIGHT TO PURCHASE OFFERED SECURITIES.
EACH TIME THE COMPANY
PROPOSES TO ENTER INTO A NEW ISSUANCE OF OFFERED SECURITIES (OTHER THAN AN
EXEMPT ISSUANCE), THE COMPANY SHALL DELIVER TO EACH PURCHASER A NOTICE (THE
"OFFER NOTICE") STATING (I) ITS BONA FIDE
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INTENTION TO OFFER SUCH OFFERED SECURITIES, (II) THE TYPE AND AMOUNT OF OFFERED
SECURITIES TO BE OFFERED AND (III) THE PRICE AND OTHER TERMS AND CONDITIONS UPON
WHICH IT PROPOSES TO OFFER SUCH OFFERED SECURITIES.
EACH PURCHASER SHALL HAVE
THE RIGHT TO PURCHASE UP TO SUCH PORTION OF THE OFFERED SECURITIES EQUAL TO THE
TOTAL AMOUNT OF OFFERED SECURITIES MULTIPLIED BY A FRACTION, THE NUMERATOR OF
WHICH EQUALS THE NUMBER OF SHARES OF COMMON STOCK THEN HELD BY SUCH PURCHASER
PLUS THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE TO SUCH PURCHASER UPON
CONVERSION OF ALL SHARES OF SERIES A PREFERRED STOCK OR OTHER CONVERTIBLE
PREFERRED STOCK OF THE COMPANY THEN HELD BY SUCH PURCHASER, AND THE DENOMINATOR
OF WHICH EQUALS THE TOTAL NUMBER OF SHARES OF COMMON STOCK THEN OUTSTANDING PLUS
THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF ALL
SHARES OF SERIES A PREFERRED STOCK OR OTHER PREFERRED STOCK OF THE COMPANY THEN
OUTSTANDING.
THE PERCENTAGE OF OFFERED SECURITIES THAT EACH PURCHASER IS
ENTITLED TO PURCHASE PURSUANT TO THIS SECTION 7.2 SHALL BE REFERRED TO AS SUCH
PURCHASER'S "PREEMPTIVE PROPORTIONATE SHARE".
EACH PURCHASER SHALL EXERCISE, IF
AT ALL, SUCH PURCHASER'S RIGHT TO PURCHASE UP TO SUCH PURCHASER'S PREEMPTIVE
PROPORTIONATE SHARE OF THE OFFERED SECURITIES AS SET FORTH IN THE OFFER NOTICE
BY PROVIDING WRITTEN NOTICE TO THE COMPANY DELIVERED NOT LATER THAN THIRTY (30)
DAYS AFTER THE RECEIPT BY SUCH PURCHASER OF THE OFFER NOTICE SPECIFYING THE
NUMBER OF OFFERED SECURITIES SUCH PURCHASER WISHES TO PURCHASE.
IF SUCH
PURCHASER FAILS TO EXERCISE ITS RIGHT TO PURCHASE WITHIN SUCH PERIOD OF THIRTY
(30) DAYS, SUCH RIGHT