FOR THE PURPOSE OF THIS SECTION 6,
THE TERM "INVESTORS' COMMON SHARES" SHALL MEAN THE COMMON STOCK ISSUED OR
ISSUABLE TO THE INVESTORS UPON THE CONVERSION OF THE SERIES A PREFERRED STOCK
AND THE TERM "NEW SECURITIES" SHALL MEAN ANY CAPITAL STOCK OF THE COMPANY
WHETHER NOW AUTHORIZED OR NOT, AND RIGHTS, OPTIONS OR WARRANTS
16
TO PURCHASE CAPITAL STOCK, AND SECURITIES THAT IN ANY WAY RANK SENIOR TO THE
COMMON STOCK; PROVIDED THAT THE TERM "NEW SECURITIES" DOES NOT INCLUDE SERIES A
PREFERRED STOCK.
6.3.
NOTICE.
IN THE EVENT THE COMPANY PROPOSES TO UNDERTAKE AN
ISSUANCE OF NEW SECURITIES, IT SHALL GIVE EACH INVESTOR WRITTEN NOTICE OF ITS
INTENTION, DESCRIBING THE TYPE OF NEW SECURITIES AND THE PRICE AND THE TERMS
UPON WHICH THE COMPANY PROPOSES TO ISSUE THE SAME.
EACH INVESTOR SHALL HAVE 20
BUSINESS DAYS FROM THE DATE OF RECEIPT OF ANY SUCH NOTICE TO AGREE TO PURCHASE
UP TO THE INVESTOR'S PRO RATA SHARE OF SUCH NEW SECURITIES FOR THE PRICE AND
UPON THE TERMS SPECIFIED IN THE NOTICE BY GIVING WRITTEN NOTICE TO THE COMPANY
AND STATING THEREIN THE QUANTITY OF NEW SECURITIES TO BE PURCHASED.
6.4.
SALE.
IN THE EVENT ANY INVESTOR FAILS TO EXERCISE IN FULL SUCH
INVESTOR'S PURCHASE RIGHT, THE COMPANY SHALL HAVE 90 DAYS THEREAFTER TO SELL THE
NEW SECURITIES WITH RESPECT TO WHICH SUCH INVESTOR'S OPTION WAS NOT EXERCISED,
AT A PRICE AND UPON TERMS NO MORE FAVORABLE TO THE PURCHASERS THEREOF THAN
SPECIFIED IN THE COMPANY'S NOTICE.
TO THE EXTENT THE COMPANY DOES NOT SELL ALL
THE NEW SECURITIES OFFERED WITHIN SAID (90) DAY PERIOD, THE COMPANY SHALL NOT
THEREAFTER ISSUE OR SELL SUCH NEW SECURITIES WITHOUT FIRST AGAIN OFFERING SUCH
SECURITIES TO EACH INVESTOR IN THE MANNER PROVIDED ABOVE.
6.5.
LIMITATION.
THE COMPANY SHALL NOT HAVE ANY OBLIGATION UNDER THIS
SECTION 6 TO ANY PERSON THAT IS NOT AN "ACCREDITED INVESTOR", AS SUCH TERM IS
USED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
6.6.
TRANSFER.
EACH INVESTOR SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS
TO PURCHASE ALL OR ANY NEW SECURITIES HEREUNDER TO AN AFFILIATE, PROVIDED THAT
SUCH INVESTOR HAS TRANSFERRED ITS SERIES A PREFERRED STOCK TO SUCH AFFILIATE
PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF SECTION 7.11 OF THIS AGREEMENT.
6.7.
RETROSPECTIVE EFFECT OF PREEMPTIVE RIGHT OF PURCHASE.
THE COMPANY
MAY PROCEED WITH THE ISSUANCE OF NEW SECURITIES WITHOUT FIRST FOLLOWING
PROCEDURES IN SECTION 6.1 THROUGH SECTION 6.5 ABOVE, PROVIDED, THAT (I) THE
PURCHASER OF SUCH NEW SECURITIES AGREES IN WRITING TO TAKE SUCH NEW SECURITIES
SUBJECT TO THE PROVISIONS OF THIS SECTION 6.7, AND (II) WITHIN TEN (10) DAYS
FOLLOWING THE ISSUANCE OF SUCH NEW SECURITIES, THE COMPANY UNDERTAKES STEPS
SUBSTANTIALLY SIMILAR TO THOSE IN SECTION 6.1 THROUGH SECTION 6.5 ABOVE TO OFFER
TO ALL INVESTORS THE RIGHT TO PURCHASE FROM THE COMPANY A PRO RATA PORTION OF
SUCH NEW SECURITIES OR EQUIVALENT AT THE SAME PRICE AND TERMS APPLICABLE TO THE
PURCHASER'S PURCHASE THEREOF SO AS TO