SHALL EXPIRE WITH RESPECT TO SUCH NEW ISSUANCE (EXCEPT AS
PROVIDED IN SECTION 7.3 HEREOF).
THE COMPANY SHALL PROMPTLY INFORM, BY WRITTEN
NOTICE (THE "OVERSUBSCRIPTION NOTICE"), EACH PURCHASER THAT ELECTS TO PURCHASE
SUCH PURCHASER'S FULL PREEMPTIVE PROPORTIONATE SHARE OF THE OFFERED SECURITIES
(EACH, A "FULLY-EXERCISING PURCHASER") OF ANY PURCHASER THAT FAILS TO ELECT TO
PURCHASE ITS FULL PRE-EMPTIVE PROPORTIONATE SHARE OF THE OFFERED SECURITIES AND
SPECIFYING THE TOTAL NUMBER OF OFFERED SECURITIES NOT ELECTED TO BE PURCHASED BY
THE PURCHASERS PURSUANT TO THIS SECTION 7.2.
EACH FULLY-EXERCISING PURCHASER
SHALL HAVE THE RIGHT TO PURCHASE UP TO THE BALANCE OF SUCH OFFERED SECURITIES BY
PROVIDING WRITTEN NOTICE TO THE COMPANY DELIVERED NOT LATER THAN TEN (10) DAYS
AFTER RECEIPT OF THE OVERSUBSCRIPTION NOTICE SPECIFYING THE ADDITIONAL NUMBER OF
OFFERED SECURITIES SUCH FULLY-EXERCISING PURCHASER WISHES TO PURCHASE.
IF THE
AMOUNT OF SUCH OFFERED SECURITIES ELECTED TO BE PURCHASED BY ALL SUCH
FULLY-EXERCISING PURCHASERS EXCEEDS THE AMOUNT OF OFFERED SECURITIES AVAILABLE,
SUCH FULLY-EXERCISING PURCHASERS SHALL BE ENTITLED TO PURCHASE THE OFFERED
SECURITIES ON A PRO RATA BASIS IN ACCORDANCE WITH THEIR RESPECTIVE PREEMPTIVE
PROPORTIONATE SHARES OR AS THEY MAY OTHERWISE AGREE TO AMONG THEMSELVES.
7.3.
SALE OF OFFERED SECURITIES.
IF ALL OF THE OFFERED SECURITIES HAVE
NOT BEEN PURCHASED BY THE PURCHASERS PURSUANT TO SECTION 7.2 HEREOF, THEN THE
COMPANY SHALL HAVE THE RIGHT, FOR A PERIOD OF SIXTY (60) DAYS COMMENCING ON THE
FIRST DAY IMMEDIATELY FOLLOWING THE EXPIRATION OF ALL OF THE RIGHTS OF THE
PURCHASERS UNDER SECTION 7.2 HEREOF TO ELECT TO PURCHASE THE OFFERED SECURITIES,
TO ISSUE THE OFFERED SECURITIES AT NOT LESS THAN, AND ON TERMS NO MORE FAVORABLE
TO THE PURCHASERS THAN, THE PRICE AND OTHER TERMS SPECIFIED IN THE OFFER
NOTICE.
IF FOR ANY REASON THE OFFERED SECURITIES ARE NOT ISSUED WITHIN SUCH
PERIOD OF SIXTY (60) DAYS AND AT SUCH PRICE AND ON SUCH TERMS, THE RIGHT TO
ISSUE THE OFFERED SECURITIES IN ACCORDANCE WITH THE OFFER NOTICE SHALL EXPIRE
AND THE PROVISIONS OF THIS AGREEMENT SHALL CONTINUE TO BE APPLICABLE TO THE
OFFERED SECURITIES.
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7.4.
EXEMPT ISSUANCES.
THE RIGHTS SET FORTH ABOVE SHALL NOT APPLY TO
ISSUANCES (THE "EXEMPT ISSUANCES") IN WHICH SHARES OF CAPITAL STOCK, RIGHTS OR
CONVERTIBLE SECURITIES ARE ISSUED:
(1)
AS A DIVIDEND OR DISTRIBUTION PAYABLE PRO RATA TO ALL HOLDERS OF
COMMON STOCK AND/OR OTHER SECURITIES OF THE COMPANY;
(2)
TO EMPLOYEES, CONSULTANTS, ADVISORS AND DIRECTORS OF THE COMPANY
IN THE FORM OF COMMON STOCK OR OPTIONS TO PURCHASE SHARES OF COMMON STOCK, OR
ANY OTHER EQUITY-RELATED AWARD, PURSUANT TO AN EQUITY INCENTIVE PLAN OR
ARRANGEMENT APPROVED BY THE BOARD;
(3)
IN CONNECTION WITH THE CONVERSION OR EXERCISE OF ANY RIGHTS OR
CONVERTIBLE SECURITIES OUTSTANDING ON THE DATE HEREOF IN ACCORDANCE WITH THE
TERMS THEREOF EXISTING ON THE DATE HEREOF AND UPON THE CONVERSION OF ANY
PREFERRED STOCK OF THE COMPANY;
(4)
IN A PUBLIC OFFERING OF SECURITIES OF THE COMPANY;
(5)
FOR CONSIDERATION OTHER THAN CASH OR CASH EQUIVALENTS PURSUANT TO
A MERGER, CONSOLIDATION, ACQUISITION OR SIMILAR