FOLLOWING THE EFFECTIVE DATE DURING WHICH EITHER (1) THE REGISTRATION STATEMENT
IS NOT EFFECTIVE OR (2) THE PROSPECTUS FORMING A PORTION OF THE REGISTRATION
STATEMENT IS NOT AVAILABLE FOR THE RESALE OF ALL REGISTRABLE SECURITIES (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) REQUIRED TO BE COVERED THEREBY),
THE COMPANY PROPOSES TO ISSUE ANY COMMON STOCK OR COMMON STOCK EQUIVALENTS,
OTHER THAN AN ISSUANCE DESCRIBED IN SECTION 4.4(D) OF THIS AGREEMENT
(COLLECTIVELY, "NEW ISSUE SECURITIES"), THE COMPANY SHALL FIRST OFFER ALL OF THE
NEW ISSUE SECURITIES TO THE INVESTORS IN ACCORDANCE WITH THE FOLLOWING
PROVISIONS:
(I)
THE COMPANY SHALL PUBLICLY DISCLOSE ITS
INTENTION TO ISSUE NEW ISSUE 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
(A) ITS INTENTION TO ISSUE THE NEW ISSUE SECURITIES, (B) THE NUMBER AND
DESCRIPTION OF THE NEW ISSUE SECURITIES PROPOSED TO BE ISSUED AND (C) 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.
(II)
TRANSMITTAL OF THE FIRST NOTICE TO THE
INVESTORS BY THE COMPANY SHALL CONSTITUTE AN OFFER BY THE COMPANY TO SELL TO
EACH INVESTOR UP TO ITS PROPORTIONATE NUMBER (BASED UPON EACH INVESTOR'S
INVESTMENT AMOUNT RELATIVE TO THE AGGREGATE INVESTMENT AMOUNT OF ALL INVESTORS
SIGNATORY HERETO) OF THE NEW ISSUE SECURITIES FOR THE PRICE AND UPON THE TERMS
AND CONDITIONS SET FORTH IN THE FIRST NOTICE.
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 (A "NOTICE OF ACCEPTANCE"),
TO ACCEPT THE COMPANY'S OFFER AS TO ALL OR ANY PART OF SUCH INVESTOR'S
PROPORTIONATE NUMBER OF THE NEW ISSUE SECURITIES.
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 SINGLE TRANSACTION OR RELATED TRANSACTIONS, THE RIGHTS TO
PURCHASE NEW ISSUE SECURITIES GRANTED TO THE INVESTORS UNDER THIS SECTION MUST
BE EXERCISED TO PURCHASE ALL TYPES OF NEW ISSUE SECURITIES AND SUCH OTHER
SECURITIES
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IN THE SAME PROPORTION AS SUCH NEW ISSUE SECURITIES AND OTHER SECURITIES ARE TO
BE ISSUED BY THE COMPANY.
(III)
THE COMPANY SHALL HAVE SEVEN (7) TRADING
DAYS FROM THE EXPIRATION OF THE PERIOD SET FORTH IN SECTION 4.4(C)(II) ABOVE TO
ISSUE, SELL OR EXCHANGE ALL OR ANY PART OF, AND PUBLICLY ANNOUNCE THE
TRANSACTION WITH RESPECT TO, SUCH NEW ISSUE SECURITIES AS TO WHICH A NOTICE OF
ACCEPTANCE HAS NOT BEEN GIVEN BY THE INVESTORS (THE "REFUSED SECURITIES"), BUT
ONLY UPON TERMS AND CONDITIONS THAT ARE NOT MORE FAVORABLE THAN THOSE SET FORTH
IN THE FIRST NOTICE.
IF BY THE END OF THE SEVEN (7)