股票认购协议英文版(6)

Acquisition Proposal. The Company shall immediately cease and cause to be

terminated any existing activities or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, and it shall take the necessary steps to inform any such parties of the obligations undertaken in this Section. The Company shall

notify the Buyer immediately if any such inquiries or proposals are received by, any

such information is requested from, or any such negotiations are sought to be initiated

or continued with, the Company.

4.4 RIGHT OF FIRST REFUSAL. If, during the period from the Closing through

_________,_________,_________(M/D/Y) (and so long as the Alliance Agreement is

in effect), the Company (or any subsidiary or affiliate) proposes either to sell, transfer

or assign, directly or indirectly, securities in the Company or any subsidiary or affiliate thereof equal to, or convertible into, a majority of the outstanding Common Stock of

the Company (a "Substantial Equity Interest"), the Investor shall have a first right of

refusal to purchase such Substantial Equity Interest proposed to be sold, transferred or

assigned, for a price equivalent to the bona fide sale or transfer price offered for such

Substantial Equity Interest and otherwise in accordance with the terms and conditions

of such offer. The right of first refusal granted to the Investor is intended to apply to

any sale, transfer or assignment, directly or indirectly, to any nominee or straw-men,

corporation or other entity, including the sale of stock or an interest in a partnership,

limited-liability corporation, trust or other entity which holds substantially all of the

assets of the Company or any of its subsidiaries or affiliates, if the intent of any such

sale, transfer or assignment to such person or entity is to avoid the Investor's right of

first refusal contained in this Section.

4.5 PREEMPTIVE RIGHT OF INVESTOR.

(i) The Company hereby grants to the Investor the preemptive right to purchase its Pro

Rata Share (defined below) of any New Securities (defined below) that the

Company intends to offer for sale and issuance at the time and on the terms set

forth herein (the "Preemptive Right").

(ii) DEFINITIONS:

(1) "New Securities" shall mean (A) any Common Stock of the Company and (B)

those rights, options or warrants to purchase any such Common Stock

(collectively referred to as "Options"), and those securities that are

convertible into or exchangeable for any such Common Stock (collectively

referred to as "Convertible Securities"), if the gross proceeds received or

receivable by the Company as consideration for the issue of such Common

Stocks, Options or Convertible Securities, plus the minimum aggregate

amount of additional consideration (as set forth in the instruments relating

thereto, without regard to any provision contained therein designated to

protect against dilution) payable to the Company upon the exercise of such

Options or the conversion or exchange of such Convertible Securities,

equals or exceeds _________ Dollars ($ _________); provided however,

that "New Securities" does not include (i) any capital stock or other

securities offered or issued to the public pursuant to a registration statement

filed under the Securities Act; (ii) any capital stock or other securities

offered or issued in connection with any acquisition of another corporation

or entity by the Company by merger or purchase of all, or substantially all,

of the assets of such corporation or entity, share exchange, reorganization

or the like; (iii) any stock options granted, subsequent to the Effective Date,

to the Company's existing or future directors, employees or consultants not

in excess of 1,350,000 shares, representing approximately eight point two

percent (8.2%) of the Company's 16,458,114 aggregate issued and

outstanding shares of common stock post-Closing (on a fully-diluted basis)

by the Company; (iv) any capital stock or other securities (or related

options or warrants) offered or issued to directors, officers or employees of,

or consultants to, the Company pursuant to an agreement or an option or

purchase plan program, or any other stock incentive plan or program

approved by the Board of Directors of the Company; or (v) any capital

stock or other securities issued in connection with any stock split, stock

dividend, recapitalization or the like by the Company.

(2) "Ownership Ratio" shall mean the ratio of shares of Common Stock of the

Company held by the Investor on the day immediately preceding the date

of the notice described in subsection (c) below to the total number of shares

of Common Stock of the Company then outstanding.

(3) "Pro Rata Share" for purposes of the Preemptive Right, shall mean all New

Securities which the Company intends to offer for sale multiplied by the

Investor's Ownership Ratio.

(iii) If at any time from the Closing through

_________,_________,_________(M/D/Y), the Company plans or otherwise

intends to undertake an issuance of New Securities, the Company shall, so

long as the Alliance Agreement is in effect, give the Investor written notice

describing the type of New Securities, the price, and the general terms upon

which the Company plans or otherwise intends to issue the same. The Investor

shall have fifteen (15) days from the date of delivery of any such notice to

agree to purchase all or a portion of its Pro Rata Share of such New Securities

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