NOTICE OF ACCEPTANCE, THE COMPANY MAY NOT ISSUE, SELL OR EXCHANGE MORE THAN THE
REDUCED NUMBER OR AMOUNT OF THE OFFERED SECURITIES UNLESS AND UNTIL SUCH
SECURITIES HAVE AGAIN BEEN OFFERED TO THE INVESTOR IN ACCORDANCE WITH
SECTION 4(L)(III)(1) ABOVE.
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(5)
UPON THE CLOSING OF THE ISSUANCE, SALE OR
EXCHANGE OF ALL OR LESS THAN ALL OF THE REFUSED SECURITIES, THE INVESTOR SHALL
ACQUIRE FROM THE COMPANY, AND THE COMPANY SHALL ISSUE TO THE INVESTOR, THE
NUMBER OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE,
AS REDUCED PURSUANT TO SECTION 4(L)(III)(4) ABOVE IF THE INVESTOR HAS SO
ELECTED, UPON THE TERMS AND CONDITIONS SPECIFIED IN THE OFFER.
THE PURCHASE BY
THE INVESTOR OF ANY OFFERED SECURITIES IS SUBJECT IN ALL CASES TO THE
PREPARATION, EXECUTION AND DELIVERY BY THE COMPANY AND THE INVESTOR OF A
PURCHASE AGREEMENT RELATING TO SUCH OFFERED SECURITIES REASONABLY SATISFACTORY
IN FORM AND SUBSTANCE TO THE INVESTOR AND ITS COUNSEL.
(6)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE
INVESTOR OR OTHER PERSONS IN ACCORDANCE WITH SECTION 4(L)(III)(3) ABOVE MAY NOT
BE ISSUED, SOLD OR EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE INVESTOR UNDER
THE PROCEDURES SPECIFIED IN THIS AGREEMENT.
(7)
THE COMPANY AND THE INVESTOR AGREE THAT IF
THE INVESTOR ELECTS TO PARTICIPATE IN THE OFFER, (X) NEITHER THE SUBSEQUENT
PLACEMENT AGREEMENT WITH RESPECT TO SUCH OFFER NOR ANY OTHER TRANSACTION
DOCUMENTS RELATED THERETO (COLLECTIVELY, THE "SUBSEQUENT PLACEMENT DOCUMENTS")
SHALL INCLUDE ANY TERM OR PROVISIONS WHEREBY THE INVESTOR SHALL BE REQUIRED TO
AGREE TO ANY RESTRICTIONS IN TRADING AS TO ANY SECURITIES OF THE COMPANY OWNED
BY THE INVESTOR PRIOR TO SUCH SUBSEQUENT PLACEMENT, AND (Y) THE INVESTOR SHALL
BE ENTITLED TO REGISTRATION RIGHTS IN SUCH SUBSEQUENT PLACEMENT DOCUMENTS WHICH
ARE AT LEAST AS FAVORABLE TO THE INVESTOR AS THE REGISTRATION RIGHTS CONTAINED
IN THE REGISTRATION RIGHTS AGREEMENT.
(8)
NOTWITHSTANDING THE FOREGOING, THE RIGHTS
OF THE INVESTOR CONTAINED IN THIS SECTION 4(L) SHALL NOT APPLY TO THE ISSUANCE
OF:
(A) PURCHASED SHARES ISSUED PURSUANT TO THIS AGREEMENT; (B) SECURITIES
ISSUED TO EMPLOYEES, CONSULTANTS, OFFICERS AND DIRECTORS OF THE COMPANY,
PURSUANT TO EQUITY COMPENSATION PLANS APPROVED BY THE BOARD OF DIRECTORS OR
GRANTS OF OPTIONS OUTSIDE OF SUCH PLANS APPROVED BY THE BOARD OF DIRECTORS;
(C) SECURITIES ISSUED OR ISSUABLE PURSUANT TO ANY RIGHTS OR AGREEMENTS,
INCLUDING, WITHOUT LIMITATION, CONVERTIBLE SECURITIES, OPTIONS AND WARRANTS,
PROVIDED THAT EITHER (X) THE COMPANY SHALL HAVE COMPLIED WITH THE PURCHASE RIGHT
ESTABLISHED BY THIS SECTION WITH RESPECT TO THE INITIAL SALE OR GRANT BY THE
COMPANY OF SUCH RIGHTS OR AGREEMENTS, OR (Y) SUCH RIGHTS OR AGREEMENTS EXISTED
ON THE DATE HEREOF AND ARE DISCLOSED IN THIS AGREEMENT OR THE SCHEDULES HERETO
(IT BEING UNDERSTOOD THAT ANY MODIFICATION OR AMENDMENT TO ANY SUCH PRE-EXISTING
RIGHT OR AGREEMENT SUBSEQUENT TO THE DATE OF THIS AGREEMENT WITH THE EFFECT OF
INCREASING THE PERCENTAGE OF THE COMPANY'S FULLY-DILUTED SECURITIES UNDERLYING
SUCH RIGHTS AGREEMENT SHALL NOT BE INCLUDED IN THIS CLAUSE (C)(Y));
(D) SECURITIES ISSUED IN CONNECTION WITH ANY