INTENTION TO OFFER SUCH
ADDITIONAL STOCK, (II) THE NUMBER OF SHARES OF SUCH ADDITIONAL STOCK TO BE
OFFERED AND (III) THE PRICE AND TERMS UPON WHICH IT PROPOSES TO OFFER SUCH
ADDITIONAL STOCK.
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THE NOTICE, THE INVESTOR MAY ELECT TO
PURCHASE OR OBTAIN, AT THE PRICE AND ON THE TERMS SPECIFIED IN THE NOTICE, UP TO
THAT PORTION OF SUCH ADDITIONAL STOCK WHICH EQUALS THE PROPORTION THAT THE
NUMBER OF SHARES OF COMMON STOCK ISSUED AND HELD, OR ISSUABLE UPON CONVERSION OR
EXERCISE OF ANY OTHER SECURITY THEN HELD, BY THE INVESTOR BEARS TO THE TOTAL
NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY THEN OUTSTANDING ON A FULLY
DILUTED BASIS.
IF ALL ADDITIONAL STOCK WHICH THE INVESTOR IS ENTITLED TO OBTAIN PURSUANT TO
SUBSECTION 0 IS NOT ELECTED TO BE OBTAINED AS PROVIDED IN SUBSECTION 0 HEREOF,
THE COMPANY MAY, DURING THE THIRTY (30)-DAY PERIOD FOLLOWING THE EXPIRATION OF
THE PERIOD PROVIDED IN SUBSECTION 0 HEREOF, OFFER THE REMAINING UNSUBSCRIBED
PORTION OF SUCH ADDITIONAL STOCK TO ANY PERSON OR PERSONS AT A PRICE NOT LESS
THAN, AND UPON TERMS NO MORE FAVORABLE TO THE OFFEREE THAN, THOSE SPECIFIED IN
THE NOTICE.
IF THE COMPANY DOES NOT ENTER INTO AN AGREEMENT FOR THE SALE OF THE
ADDITIONAL STOCK WITHIN SUCH PERIOD, OR IF SUCH AGREEMENT IS NOT CONSUMMATED
WITHIN THIRTY (30) DAYS OF THE EXECUTION THEREOF, THE RIGHT PROVIDED HEREUNDER
SHALL BE DEEMED TO BE REVIVED AND SUCH ADDITIONAL STOCK SHALL NOT BE OFFERED
UNLESS FIRST REOFFERED TO THE INVESTOR IN ACCORDANCE HEREWITH.
TAG-ALONG RIGHTS.
FOR SO LONG AS THE INVESTOR HOLDS AT LEAST FORTY PERCENT
(40%) OF THE SHARES OF COMMON STOCK PURCHASED PURSUANT TO THE STOCK PURCHASE
AGREEMENT, THE IDENTIFIED STOCKHOLDERS AGREE AS FOLLOWS:
If at any time any one or more of the Identified Stockholders (each, a "Seller
Party" and, collectively, the "Seller Parties") propose to enter into an
agreement (or substantially contemporaneous agreements, whether or not with the
same or Affiliated parties) to sell or otherwise dispose of for value Common
Stock in one or more related transactions other than in one or more related
Exempt Transactions (such sale or other disposition for value being referred to
as a "Tag-Along Sale"), then such Seller Party or Seller Parties shall afford
the Investor the opportunity to participate proportionately in such Tag-Along
Sale in accordance with this Section 3.3.
The number of shares of Common Stock
that the Investor shall be entitled to include in such Tag-Along Sale (the
"Tag-Along Allotment") shall be determined by multiplying (i) the number of
shares of Common Stock to be sold or otherwise disposed pursuant to the
Tag-Along Sale by (ii) a fraction, the numerator of which shall equal the number
of shares of Common Stock beneficially owned by the Investor on a Fully Diluted
Basis as of the close of business on the day immediately prior to the date of
the Tag-Along Sale Notice (the "Tag-Along Notice Date") and the denominator of
which