Common use of Notice; Exercise of Right Clause in Contracts

Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities after March 31, 2007, the Company shall give notice to each Investor of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the "OFFER NOTICE"). Within twenty (20) days after receipt of the Offer Notice, each Investor shall notify the Company whether such Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. At the expiration of such twenty (20) day period, the Company shall promptly give notice to each Investor that elects to purchase all the shares available to it (each, a "FULLY EXERCISING INVESTOR") of any other Investor's failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors ("ADDITIONAL SHARES"). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Investor bears to the Common Equivalents then held by all Fully Exercising Investors who wish to purchase such Additional Shares. If an Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.

Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities after March 31, 2007Securities, the Company shall give notice to each Major Investor of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the "OFFER NOTICE"“Offer Notice”). Within twenty (20) days after receipt of the Offer Notice, each Major Investor shall notify the Company whether such Major Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. At the expiration of such twenty (20) day period, the Company shall promptly give notice to each Major Investor that elects to purchase all the shares available to it (each, a "FULLY EXERCISING INVESTOR"“Fully Exercising Investor”) of any other Major Investor's ’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors ("ADDITIONAL SHARES"“Additional Shares”). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents Registrable Securities held by such Fully Exercising Investor bears to the Common Equivalents Registrable Securities then held by all Fully Exercising Investors who wish to purchase such Additional Shares. If an a Major Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.

Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities after March 31, 2007Securities, the Company shall give notice to each Investor Major Holder of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the "OFFER NOTICE"“Offer Notice”). Within twenty ten (2010) business days after receipt of the Offer Notice, each Investor Major Holder shall notify the Company whether such Investor Major Holder desires to purchase its pro rata share, or any part thereof, share of the Equity Securities so offered. At the expiration of such twenty ten (2010) business day period, the Company shall promptly give notice to each Investor Major Holder that elects to purchase all the shares available to it (each, a "FULLY EXERCISING INVESTOR"“Fully Exercising Holder”) of any other Investor's Major Holder’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors Holders as a result of any of the Major Holders failing to so elect ("ADDITIONAL SHARES"“Additional Shares”). During the ten five (105) business day period commencing after the Company has given such notice, each Fully Exercising Investor Holder may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Investor Holder bears to the Common Equivalents then held by all Fully Exercising Investors Holders who wish to purchase such Additional Shares. If an Investor a Major Holder notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.

Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities after March 31, 2007Securities, the Company shall give notice to each Major Investor of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the "OFFER NOTICE"“Offer Notice”). Within twenty (20) days after receipt of the Offer Notice, each Major Investor shall notify the Company whether such Major Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. At the expiration of such twenty (20) day period, the Company shall promptly give notice to each Major Investor that elects to purchase all the shares available to it (each, a "FULLY EXERCISING INVESTOR"“Fully Exercising Investor”) of any other Major Investor's ’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors ("ADDITIONAL SHARES"“Additional Shares”). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Investor bears to the Common Equivalents then held by all Fully Exercising Investors who wish to purchase such Additional Shares. If an a Major Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.