FIRST OFFER THE NEW ISSUE SECURITIES TO THE INVESTORS IN ACCORDANCE WITH
THE FOLLOWING PROVISIONS:
(A)
THE COMPANY SHALL PUBLICLY DISCLOSE ITS INTENTION TO ISSUE NEW SECURITIES
IN A MANNER SUCH THAT INVESTORS WILL NOT BE IN POSSESSION OF MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY AS A RESULT OF THE PROVISIONS OF THIS SECTION
(INCLUDING RECEIPT OF A FIRST NOTICE, AND THEN GIVE A WRITTEN NOTICE TO EACH
INVESTOR (THE "FIRST NOTICE") STATING (I) ITS INTENTION TO ISSUE THE NEW ISSUE
SECURITIES, (II) THE NUMBER AND DESCRIPTION OF THE NEW ISSUE SECURITIES PROPOSED
TO BE ISSUED AND (III) THE PURCHASE PRICE (CALCULATED AS OF THE PROPOSED
ISSUANCE DATE) AND THE OTHER TERMS AND CONDITIONS UPON WHICH THE COMPANY IS
OFFERING THE NEW ISSUE SECURITIES.
(B)
TRANSMITTAL OF THE FIRST NOTICE TO THE INVESTORS BY THE COMPANY SHALL
CONSTITUTE AN OFFER BY THE COMPANY TO SELL TO EACH INVESTOR (I) UP TO ITS PRO
RATA PORTION (BASED UPON SUCH INVESTOR'S INVESTMENT AMOUNT RELATIVE TO THE
INVESTMENT AMOUNT OF ALL INVESTORS HEREUNDER) OF THE NEW ISSUE SECURITIES (THE
"BASIC AMOUNT") FOR THE PRICE AND UPON THE TERMS AND CONDITIONS SET FORTH IN THE
FIRST NOTICE AND (II) WITH RESPECT TO EACH INVESTOR THAT ELECTS TO PURCHASE ITS
BASIC AMOUNT, ANY ADDITIONAL PORTION OF THE NEW ISSUE SECURITIES ATTRIBUTABLE TO
THE BASIC AMOUNTS OF OTHER INVESTORS AS SUCH INVESTOR SHALL INDICATE IT WILL
PURCHASE OR ACQUIRE SHOULD THE OTHER INVESTORS SUBSCRIBE FOR LESS THAN THEIR
BASIC AMOUNTS (THE "UNDERSUBSCRIPTION AMOUNT").
FOR A PERIOD OF FIVE (5)
BUSINESS DAYS AFTER RECEIPT OF THE OF THE FIRST NOTICE, EACH INVESTOR SHALL HAVE
THE OPTION, EXERCISABLE BY WRITTEN NOTICE TO THE COMPANY, TO ACCEPT THE
COMPANY'S OFFER AS TO ALL OR ANY PART OF SUCH INVESTOR'S BASIC AMOUNT AND, IF
SUCH INVESTOR SHALL ELECT TO PURCHASE ALL OF ITS BASIC AMOUNT, THE
UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT SUCH INVESTOR ELECTS TO PURCHASE (IN
EITHER CASE, THE "NOTICE OF ACCEPTANCE").
IF THE BASIC AMOUNTS SUBSCRIBED FOR
BY ALL INVESTORS ARE LESS THAN THE TOTAL OF ALL OF THE BASIC AMOUNTS, THEN EACH
INVESTOR WHO HAS SET FORTH AN UNDERSUBSCRIPTION AMOUNT IN ITS NOTICE OF
ACCEPTANCE SHALL BE ENTITLED TO PURCHASE, IN ADDITION TO THE BASIC AMOUNTS
SUBSCRIBED FOR, THE UNDERSUBSCRIPTION AMOUNT IT HAS SUBSCRIBED FOR; PROVIDED,
HOWEVER, THAT IF THE UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR EXCEED THE
DIFFERENCE BETWEEN THE TOTAL OF ALL THE BASIC AMOUNTS AND THE BASIC AMOUNTS
SUBSCRIBED FOR (THE "AVAILABLE UNDERSUBSCRIPTION AMOUNT"), EACH INVESTOR WHO HAS
SUBSCRIBED FOR ANY UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE THAT
PORTION OF THE AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT OF SUCH
INVESTOR BEARS TO THE TOTAL BASIC AMOUNTS OF ALL INVESTORS THAT HAVE SUBSCRIBED
FOR UNDERSUBSCRIPTION AMOUNTS, SUBJECT TO ROUNDING BY THE BOARD OF DIRECTORS TO
THE EXTENT ITS DEEMS REASONABLY NECESSARY.
IF TWO OR MORE TYPES OF NEW ISSUE
SECURITIES ARE TO BE ISSUED OR NEW ISSUE SECURITIES ARE TO BE ISSUED TOGETHER
WITH OTHER TYPES OF SECURITIES, INCLUDING, WITHOUT LIMITATION, DEBT SECURITIES,
IN A