TO THE COMPANY PRIOR TO THE END OF
THE TENTH (10TH) BUSINESS DAY AFTER THE INVESTOR'S RECEIPT OF THE OFFER NOTICE
(THE "OFFER PERIOD"), SETTING FORTH THE PORTION OF SUCH OFFERED SECURITIES THAT
THE INVESTOR ELECTS TO PURCHASE (THE "NOTICE OF ACCEPTANCE").
SUCH NOTICE SHALL
CONSTITUTE A NON-BINDING INDICATION OF INTEREST OF THE INVESTOR TO PURCHASE THE
AMOUNT OF OFFERED SECURITIES SO SPECIFIED (OR, IN THE CASE OF THE EXERCISE OF
THE REGULAR PREEMPTIVE RIGHT, A PROPORTIONATELY LESSER AMOUNT IF THE AMOUNT OF
OFFERED SECURITIES TO BE OFFERED IN SUCH OFFER IS SUBSEQUENTLY REDUCED) AT THE
PRICE (OR RANGE OF PRICES) AND OTHER TERMS SET FORTH IN THE COMPANY'S NOTICE.
THE FAILURE TO RESPOND IN SUCH TEN (10) BUSINESS DAY PERIOD SHALL CONSTITUTE A
WAIVER OF PREEMPTIVE RIGHTS IN RESPECT OF SUCH OFFERING.
ANY NOTICE PROVIDED BY
THE COMPANY PURSUANT TO THIS SECTION 4(L), AND ANY INFORMATION PROVIDED TO THE
INVESTOR OTHERWISE IN CONNECTION WITH SUCH OFFER, SHALL BE SUBJECT TO THE TERMS
OF THE CONFIDENTIALITY AGREEMENT APPLICABLE TO "EVALUATION MATERIAL" THEREUNDER
UNTIL THE NINETIETH (90TH) DAY FOLLOWING THE CONSUMMATION OF ANY SUCH OFFER,
REGARDLESS OF ANY TERMINATION THEREOF.
NOTWITHSTANDING THE FOREGOING, IF THE
COMPANY DESIRES TO MODIFY OR AMEND THE TERMS AND CONDITIONS OF THE OFFER PRIOR
TO THE EXPIRATION OF THE OFFER PERIOD, THE COMPANY SHALL DELIVER TO THE INVESTOR
A NEW OFFER NOTICE AND THE OFFER PERIOD SHALL EXPIRE ON THE FIFTH (5TH) BUSINESS
DAY AFTER THE INVESTOR'S RECEIPT OF SUCH NEW OFFER NOTICE.
(3)
THE COMPANY SHALL HAVE FORTY-FIVE (45) DAYS
FROM THE EXPIRATION OF THE OFFER PERIOD ABOVE TO OFFER, ISSUE, SELL OR EXCHANGE
ALL OR ANY PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE OF ACCEPTANCE
HAS NOT BEEN GIVEN BY THE INVESTOR (THE "REFUSED SECURITIES") PURSUANT TO A
DEFINITIVE AGREEMENT(S) (THE "SUBSEQUENT PLACEMENT AGREEMENT"), BUT ONLY UPON
TERMS AND CONDITIONS THAT ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR
PERSONS OR LESS FAVORABLE TO THE COMPANY THAN THOSE SET FORTH IN THE OFFER
NOTICE.
(4)
IF THE COMPANY SHALL PROPOSE TO SELL LESS
THAN ALL THE REFUSED SECURITIES (ANY SUCH SALE TO BE IN THE MANNER AND ON THE
TERMS SPECIFIED IN SECTION 4(L)(III)(3) ABOVE), THEN THE INVESTOR MAY, AT ITS
SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE
OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT THAT SHALL
BE NOT LESS THAN THE NUMBER OR AMOUNT OF THE OFFERED SECURITIES THAT THE
INVESTOR ELECTED TO PURCHASE PURSUANT TO SECTION 4(L)(III)(2) ABOVE MULTIPLIED
BY A FRACTION, (I) THE NUMERATOR OF WHICH SHALL BE THE NUMBER OR AMOUNT OF
OFFERED SECURITIES THE COMPANY ACTUALLY PROPOSES TO ISSUE, SELL OR EXCHANGE
(INCLUDING OFFERED SECURITIES TO BE ISSUED OR SOLD TO THE INVESTOR PURSUANT TO
SECTION 4(L)(III)(3) ABOVE PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR OF
WHICH SHALL BE THE ORIGINAL AMOUNT OF THE OFFERED SECURITIES.
IF THE INVESTOR
SO ELECTS TO REDUCE THE NUMBER OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN ITS