SELL (THE "COMPANY'S NOTICE OF INTENTION TO SELL") TO EACH
SECURITYHOLDER SETTING FORTH A DESCRIPTION AND THE NUMBER OF THE PREEMPTIVE
SECURITIES PROPOSED TO BE ISSUED AND THE PROPOSED PURCHASE PRICE AND TERMS OF
SALE.
UPON RECEIPT OF THE COMPANY'S NOTICE OF
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INTENTION TO SELL, EACH SECURITYHOLDER SHALL HAVE THE RIGHT TO ELECT TO
PURCHASE, AT THE PRICE AND ON THE TERMS STATED IN THE COMPANY'S NOTICE OF
INTENTION TO SELL, A NUMBER OF THE PREEMPTIVE SECURITIES EQUAL TO THE PRODUCT OF
(I) SUCH SECURITYHOLDER'S PROPORTIONATE OWNERSHIP OF THE THEN OUTSTANDING NUMBER
OF SHARES OF COMMON STOCK (EXCLUDING ALL UNEXERCISED OPTIONS AT SUCH TIME) HELD
BY ALL PERSONS MULTIPLIED BY (II) THE NUMBER OF PREEMPTIVE SECURITIES PROPOSED
TO BE ISSUED (AS DESCRIBED IN THE APPLICABLE COMPANY'S NOTICE OF INTENTION TO
SELL).
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF THE
COMPANY IS ISSUING PREEMPTIVE SECURITIES IN CONNECTION WITH THE ISSUANCE OF ANY
DEBT OR OTHER EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEN
ANY SECURITYHOLDER WHO ELECTS TO PURCHASE SUCH PREEMPTIVE SECURITIES PURSUANT TO
THIS SECTION 6 MUST ALSO PURCHASE A CORRESPONDING PROPORTION OF SUCH OTHER DEBT
OR EQUITY SECURITIES, ALL AT THE PROPOSED PURCHASE PRICE AND ON TERMS OF SALE AS
SPECIFIED IN THE APPLICABLE COMPANY'S NOTICE OF INTENTION TO SELL.
SUCH
ELECTION SHALL BE MADE BY THE ELECTING SECURITYHOLDER BY WRITTEN NOTICE TO THE
COMPANY WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT BY SUCH SECURITYHOLDER OF
THE COMPANY'S NOTICE OF INTENTION TO SELL (THE "ACCEPTANCE PERIOD").
(B)
TO THE EXTENT AN EFFECTIVE ELECTION TO PURCHASE HAS NOT BEEN RECEIVED FROM
A SECURITYHOLDER PURSUANT TO SUBSECTION (A) ABOVE IN RESPECT OF THE PREEMPTIVE
SECURITIES PROPOSED TO BE ISSUED PURSUANT TO THE APPLICABLE COMPANY'S NOTICE OF
INTENTION TO SELL, THE COMPANY MAY, AT ITS ELECTION, DURING A PERIOD OF ONE
HUNDRED AND TWENTY (120) DAYS FOLLOWING THE EXPIRATION OF THE APPLICABLE
ACCEPTANCE PERIOD, ISSUE AND SELL THE REMAINING PREEMPTIVE SECURITIES TO BE
ISSUED AND SOLD TO SUCH PERSON AT A PRICE AND UPON TERMS NOT MORE FAVORABLE TO
SUCH PERSON THAN THOSE STATED IN THE APPLICABLE COMPANY'S NOTICE OF INTENTION TO
SELL; PROVIDED, THAT THE FAILURE BY ANY SECURITYHOLDER TO EXERCISE ITS OPTION TO
PURCHASE WITH RESPECT TO ONE ISSUANCE AND SALE OF PREEMPTIVE SECURITIES SHALL
NOT AFFECT ITS OPTION TO PURCHASE PREEMPTIVE SECURITIES IN ANY SUBSEQUENT
OFFERING, SALE AND PURCHASE.
IN THE EVENT THE COMPANY HAS NOT SOLD ANY
PREEMPTIVE SECURITIES COVERED BY A COMPANY'S NOTICE OF INTENTION TO SELL WITHIN
SUCH ONE HUNDRED AND TWENTY (120) DAY PERIOD, THE COMPANY SHALL NOT THEREAFTER
ISSUE OR SELL SUCH PREEMPTIVE SECURITIES, WITHOUT FIRST OFFERING SUCH PREEMPTIVE
SECURITIES TO EACH SECURITYHOLDER IN THE MANNER PROVIDED IN THIS SECTION 6.
(C)
IF A SECURITYHOLDER GIVES THE COMPANY NOTICE PURSUANT TO THE PROVISIONS OF
THIS SECTION 6 THAT SUCH SECURITYHOLDER DESIRES TO PURCHASE ANY PREEMPTIVE
SECURITIES, PAYMENT THEREFOR SHALL BE BY CHECK OR WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS, AGAINST DELIVERY OF THE SECURITIES (WHICH SECURITIES SHALL BE