Common use of Notice of Acceptance Clause in Contracts

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-thirty (30) day period of such offerOffer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered SecuritiesSecurities available for purchase by all Offerees, then each Offeree who has set forth an Undersubscription Amounts Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts Amount subscribed for, all the full Undersubscription Amounts Amount it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities available for purchase by all Offerees and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to accept, in whole or in part, any Offer made pursuant to Section 6.01 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Purchasers are less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Participating Stockholder's intention to accept, in whole or in part, any Offer made pursuant to Section 6(a) shall be evidenced by a writing signed by such Offeree Participating Stockholder and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Participating Stockholder's Basic Amount as such Offeree Participating Stockholder elects to purchase and, if such Offeree Participating Stockholder shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Participating Stockholder shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Participating Stockholders are less than the total Offered SecuritiesAggregate Basic Amount, then each Offeree Participating Stockholder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities Aggregate Basic Amount and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Participating Stockholder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Participating Stockholder bears to the total Undersubscription Amounts subscribed for by all OffereesParticipating Stockholders, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Investor's intention to accept, in whole or in part, any Offer made pursuant to Section 5.01 shall be evidenced by a writing signed by such Offeree Investor and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Investor's Basic Amount as such Offeree Investor elects to purchase and, if such Offeree Investor shall elect to purchase all of its Basic Amount, such any Undersubscription Amount as such Offeree Investor shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Investors are less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestor, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securitiessum of all of the Basic Amounts (the “Aggregate Basic Amount”), then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the aggregate Undersubscription Amounts subscribed for exceed the difference between the Offered Securities Aggregate Basic Amount and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each OffereeParticipating Stockholder’s intention to accept, in whole or in part, any Offer made pursuant to Section 6(a) shall be evidenced by a writing signed by such Offeree Participating Stockholder and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the OffereeParticipating Stockholder’s Basic Amount as such Offeree Participating Stockholder elects to purchase and, if such Offeree Participating Stockholder shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Participating Stockholder shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Participating Stockholders are less than the total Offered SecuritiesAggregate Basic Amount, then each Offeree Participating Stockholder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities Aggregate Basic Amount and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Participating Stockholder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Participating Stockholder bears to the total Undersubscription Amounts subscribed for by all OffereesParticipating Stockholders, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to accept, in whole or in part, any Offer made pursuant to Section 6.01 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 20-day period of such offerOffer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Purchasers are less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each OffereeMajor Investor’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree Major Investor and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Major Investor Basic Amount as such Offeree Major Investor elects to purchase and, if such Offeree Major Investor shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Major Investor shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Major Investors are less than the total Offered Securitiesof the Major Investors’ Basic Amounts (such difference, the “Available Undersubscription Amount”), then the Company shall promptly notify each Offeree Major Investor which purchases all the shares available to it of any other Major Investor’s failure to do likewise, whereupon each Major Investor who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Major Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Major Investor bears to the total Undersubscription Amounts subscribed for by all OffereesMajor Investors, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section Article III shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2025-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Each Investor that wishes to accept the Offer shall deliver written notice thereof (a "Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance") to the Company prior to the end expiration of the 20-day period Offer Period, specifying the amount of such offer, setting forth such of the Offeree’s Investor's Basic Amount as such Offeree that the Investor elects to purchase and, if such Offeree shall elect Investor elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that Investor elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Investors is less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a in writing signed by such Offeree and delivered to the Company prior to the end of the 202-day Trading Day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-business-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securitiesof all Basic Amounts of all Offerees, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities total of all Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription such Offeree’s Basic Amount subscribed for by such Offeree bears to the total Undersubscription Amounts Basic Amount of all Offerees that has subscribed for by all Offereesany Undersubscription Amount, subject to rounding to the nearest whole share by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Each Purchaser that wishes to accept the Offer shall deliver written notice thereof (a “Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance”) to the Company prior to the end expiration of the 20-day period Offer Period, specifying the amount of such offer, setting forth such of the OffereePurchaser’s Basic Amount as such Offeree that the Purchaser elects to purchase and, if such Offeree shall elect Purchaser elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that Purchaser elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Purchasers is less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each OffereeInvestor Securityholder’s intention to accept, in whole or in part, any Offer made pursuant to Section 4.1 shall be evidenced by a writing signed by such Offeree Investor Securityholder and delivered to the Company prior to the end of the 20-20 business day period of such offer, setting forth such of the OffereeInvestor Securityholder’s Basic Amount as such Offeree Investor Securityholder elects to purchase and, if such Offeree Investor Securityholder shall elect to purchase all of its Basic Amount, such Undersubscription Amount Amount, if any, as such Offeree Investor Securityholder shall elect offer to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Investor Securityholders are less than the total portion of the Offered SecuritiesSecurities offered to the Investor Securityholders, then each Offeree Investor Securityholder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts Amount is has subscribed for, all the Undersubscription Amounts Amount it has subscribed foroffered to purchase; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Investor Securityholder who has subscribed for offered to purchase any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by that such Offeree Investor Securityholder has offered to purchase bears to the total Undersubscription Amounts subscribed for by that all OffereesInvestor Securityholders have offered to purchase, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Each Investor that wishes to accept the Offer shall deliver written notice thereof (a “Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance”) to the Company prior to the end expiration of the 20-day period Offer Period, specifying the amount of such offer, setting forth such of the OffereeInvestor’s Basic Amount as such Offeree that the Investor elects to purchase and, if such Offeree shall elect Investor elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that Investor elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Investors is less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-fifteen (15) day period of such offerOffer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Company to the extent it reasonably deems necessary. The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Company and the Offerees and their respective counsel.

Notice of Acceptance. Notice of each Offeree’s Investor's intention to accept, in whole or in part, any an Offer made pursuant to Section 8.1 shall be evidenced by a writing signed by such Offeree Investor and delivered to the Company prior to the end of the 20-ten (10) day period of such offerthe Offer, setting forth such the portion of the Offeree’s Investor's Basic Amount as that such Offeree Investor elects to purchase and, if such Offeree Investor shall elect to purchase all of its Basic Amount, such the Undersubscription Amount as that such Offeree Investor shall elect to purchase purchase, if any (the “"Notice of Acceptance”"). If the Basic Amounts securities subscribed for by all Offerees Investors in the aggregate are less than the total Offered Securitiesof all of the Basic Amounts, then each Offeree Investor who has set forth an Undersubscription Amounts Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts Amount subscribed for, all the Undersubscription Amounts Amount it has subscribed for; provided, howeverPROVIDED HOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities Basic Amounts and the Basic Amounts aggregate amount of the securities subscribed for (the “"Available Undersubscription Amount”"), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investors bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Participating Stockholder's intention to accept, in whole or in part, any Offer made pursuant to Section 6(a) shall be evidenced by a writing signed by such Offeree Participating Stockholder and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Participating Stockholder's Basic Amount as such Offeree Participating Stockholder elects to purchase and, if such Offeree Participating Stockholder shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Participating Stockholder shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Participating Stockholders are less than the total Offered SecuritiesAggregate Basic Amount, then each Offeree Participating Stockholder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities Aggregate Basic Amount and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Participating Stockholder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Participating Stockholder bears to the total Undersubscription Amounts subscribed for by all OffereesParticipating Stockholders, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 13(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase and providing a representation letter certifying that such Offeree is an accredited investor within the meaning of Rule 501 under the Securities Act (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Directors, including the affirmative vote or consent of a majority of the Investor Directors, to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to -------------------- accept, in whole or in part, any Offer made pursuant to Section 6.01 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 20-day period of such offerOffer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Purchasers are less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 13(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase and providing a representation letter certifying that such Offeree is an accredited investor within the meaning of Rule 501 under the Securities Act (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Directors, including the vote or consent of a majority of the Investor Directors, to the extent it reasonably deems necessary.

Notice of Acceptance. Any Investor may elect to purchase all or any portion of such Investor’s Basic Amount by delivery of an acceptance notice to the Company not later than fifteen (15) days after delivery of the Offer Notice of each Offeree’s intention made pursuant to acceptSection 6(a)(i), in whole or in part, any Offer made which shall be evidenced by a writing signed by such Offeree Investor and delivered to the Company prior to the end of the 20-day period of such offer, setting shall set forth such of the OffereeInvestor’s Basic Amount as such Offeree Investor elects to purchase and, if such Offeree shall elect in the case of any Investor who elects to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Investor shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Investors are less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to SECTION 8.1 shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”"AVAILABLE UNDERSUBSCRIPTION AMOUNT"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day fifteen (15)-day period of such offerOffer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Company to the extent it reasonably deems necessary. The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Company and the Offerees and their respective counsel.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to accept, in whole or in part, any Offer made pursuant to Section 5.01 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 2015-day period of such offer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Purchasers are less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all Offerees, Purchasers subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day fifteen (15)-day period of such offerOffer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Company to the extent it reasonably deems necessary. The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Company and the Offerees and their respective counsel.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 11.01 shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2030-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 11.01 shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2030-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”"AVAILABLE UNDERSUBSCRIPTION AMOUNT"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2030-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Each Purchaser that wishes to accept the Offer shall deliver written notice thereof (a "Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance") to the Company prior to the end expiration of the 20-day period Offer Period, specifying the amount of such offer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree that the Purchaser elects to purchase and, if such Offeree shall elect Purchaser elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that Purchaser elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Purchasers is less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s the Purchaser or the Founder's intention to accept, in whole or in part, any Offer made pursuant to Section 6.01 shall be evidenced by a writing signed by such Offeree the Purchaser or the Founder, as the case may be, and delivered to the Company prior to the end of the 2030-day period of such offer, setting forth such of the Offeree’s Purchaser's or the Founder's Basic Amount as such Offeree the Purchaser or the Founder, as the case may be, elects to purchase and, if such Offeree the Purchaser or the Founder shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree Purchaser or the Founder, as the case may be, shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees the Purchaser and the Founder are less than the total Offered Securities, then each Offeree the Purchaser and the Founder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree the Purchaser or the Founder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser or the Founder, as the case may be, bears to the total Undersubscription Amounts subscribed for by all Offereesthe Purchaser and the Founder, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to accept, in whole or in part, any an Offer made pursuant to Section 6.1 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 20-fifteen (15) day period of such offerthe Offer, setting forth the portion of such of the Offeree’s Purchaser's Basic Amount as that such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, the Undersubscribed Amount that such Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “Notice of Acceptance”"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Offerees other Persons with a right of participation are less than the total Offered SecuritiesBasic Amounts of all Persons with a right of participation, then each Offeree who such Purchaser, if such Purchaser has set forth Undersubscription Amounts an Undersubscribed Amount in its Notice of Acceptance Acceptance, shall be entitled to purchase, in addition to the Basic Amounts Amount subscribed for, all Undersubscription Amounts it the Undersubscribed Amount such Purchaser has subscribed for; provided, however, provided that should the Undersubscription Undersubscribed Amounts subscribed for by all Persons with a right of participation exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription total Undersubscribed Amount”), each Offeree who has subscribed for any Undersubscription Amount such Purchaser shall be entitled to purchase only that portion of the Available Undersubscription total Undersubscribed Amount as the Undersubscription Undersubscribed Amount subscribed for by such Offeree that Purchaser bears to the total Undersubscription Undersubscribed Amounts subscribed for by all OffereesPersons with a right of participation, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s Purchaser's intention to accept, in whole or in part, any Offer made pursuant to Section 5.01 shall be evidenced by a writing signed by such Offeree Purchaser and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Purchaser's Basic Amount as such Offeree Purchaser elects to purchase and, if such Offeree Purchaser shall elect to purchase all of its Basic Amount, such any Undersubscription Amount as such Offeree Purchaser shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees Purchasers are less than the total Offered Securities, then each Offeree Purchaser who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Purchaser bears to the total Undersubscription Amounts subscribed for by all OffereesPurchasers, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each OffereePreferred Stock Holder’s intention to accept, in whole or in part, any Company Offer made pursuant to Section 3.1 shall be evidenced by a writing signed by such Offeree Preferred Stock Holder and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the OffereePreferred Stock Holder’s Basic Amount as such Offeree Preferred Stock Holder elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Preferred Stock Holders are less than the total Offered aggregate number of Offering Securities that were offered to all such Preferred Stock Holders (such unsubscribed for balance being the “Available Undersubscription Securities”), then each Offeree the Company shall promptly notify in writing the Preferred Stock Holders who have elected to purchase their full Basic Amount and shall offer such Preferred Stock Holders the right to acquire such Available Undersubscription Securities. The Preferred Stock Holders shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof (such amount elected being referred to herein as the “Undersubscription Amount”) of the Available Undersubscription Securities (such notice being referred to herein as a “Second Notice of Acceptance”). Each Preferred Stock Holder that has set forth an Undersubscription Amounts Amount in its Second Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts Amount subscribed for, all the Undersubscription Amounts Amount it has subscribed for; provided, however, that should if such eligible Preferred Stock Holders elect in the Undersubscription Amounts subscribed for exceed aggregate to purchase more than the difference between the Offered Securities and the Basic Amounts subscribed for (the “total number of Available Undersubscription Amount”)Securities, each Offeree who has subscribed for any then the Available Undersubscription Amount Securities shall be entitled allocated proportionally among such participating Preferred Stock Holders, based on the number of shares of Preferred Stock of the Company then held by each such participating Preferred Stock Holder, determined on an as converted basis, in relation to purchase only that portion the total number of shares of Preferred Stock of the Company then held by all such participating Preferred Stock Holders, determined on an as converted basis. Such proportionate allocations shall be made, if and as necessary, in serial fashion until all of the Available Undersubscription Amount as Securities have been allocated to such participating Preferred Stock Holders wishing to subscribe for the Available Undersubscription Amount subscribed for by such Offeree bears Securities, until all of the Available Undersubscription Securities sought to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the be purchased have been allocated. The Board of Directors may in good faith round the number of Offering Securities to be allocated to any electing Preferred Stock Holder pursuant to this Section 3 so as to avoid the extent it reasonably deems necessaryissuance of fractional shares.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 11(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-30 day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 8.01 shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2030-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 13(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary. (c) CONDITIONS TO ACCEPTANCES AND PURCHASE.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2015-day period of such offerOffer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”); provided, however, that (i) any Offeree may, in its Notice of Acceptance, state that it is willing to purchase the lesser of its Basic Amount or Adjusted Basic Amount and (ii) the acceptance of any Offer by an Offeree, in whole or in part, may be conditioned upon the approval of the offering by the Board of Directors and requisite stockholders. If the Basic Amounts or Adjusted Basic Amount, as the case may be, subscribed for by all Offerees are less than the total Offered Securitiesaggregate Basic Amounts or Adjusted Basic Amounts of all Offerees, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall also be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for available Undersubscription Amount (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. If the Investor wishes to accept the Offer, the Investor shall deliver written notice thereof (a “Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance”) to the Company prior to the end expiration of the 20-day period of such offerOffer Period, setting forth such specifying the amount of the OffereeInvestor’s Basic Amount as such Offeree that the Investor elects to purchase and, if such Offeree shall elect the Investor elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that the Investor elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Investors is less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to acceptTo accept an Investor Offer, in whole or in part, any Offer made shall be evidenced by an Investor must deliver a writing signed by such Offeree and delivered written notice to the Company prior to the end of the a 20-day period following receipt of such offer, the Investor Offer setting forth such the portion of the OffereeInvestor’s Basic Amount as that such Offeree Investor elects to purchase and, if such Offeree Investor shall elect to purchase all of its Basic Amount, such the Undersubscription Amount as (if any) that such Offeree shall elect Investor elects to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees Investors are less than the total Offered Securitiesof all of the Basic Amounts available for purchase, then each Offeree Investor who has set forth an Undersubscription Amounts Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all the Undersubscription Amounts Amount it has subscribed for; provided, however, that should if the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities total of all of the Basic Amounts available for purchase and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 10(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities aggregate Basic Amounts of all the Offerees and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors Company to the extent it reasonably deems necessary.

Notice of Acceptance. Each Subscriber that wishes to exercise its rights hereunder with respect to a Subsequent Financing shall deliver written notice thereof (a “Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered Acceptance”) to the Company prior to the end expiration of the 20-day period Notice Period, specifying the amount of such offer, setting forth such of the OffereeSubscriber’s Basic Amount as such Offeree that the Subscriber elects to purchase and, if such Offeree shall elect Subscriber elects to purchase all of its Basic Amount, such the Undersubscription Amount as that Subscriber elects to purchase. If the Company receives no Notice of Acceptance from a Subscriber by the expiration of the Notice Period, such Offeree Subscriber shall be deemed to have notified the Company that it does not elect to purchase (the “Notice of Acceptance”)participate. If the aggregate of the Basic Amounts subscribed for by all Offerees are Subscribers is less than the total Offered Securities, then each Offeree Subscriber who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree Subscriber who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Subscriber bears to the total Undersubscription Amounts subscribed for by all OffereesSubscribers, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 2025-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; providedPROVIDED, howeverHOWEVER, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s intention Each Investor that wishes to accept, in whole or in part, any accept the Offer made shall be evidenced by deliver written notice thereof (a writing signed by such Offeree and delivered "NOTICE OF ACCEPTANCE") to the Company prior to the end expiration of the 20-day period Offer Period, specifying the amount of such offer, setting forth such of the Offeree’s Investor's Basic Amount as such Offeree that the Investor elects to purchase and, if such Offeree shall elect Investor elects to purchase all of its Basic Amount, such the Undersubscription Amount as such Offeree shall elect that Investor elects to purchase (the “Notice of Acceptance”)purchase. If the aggregate of the Basic Amounts subscribed for by all Offerees are Investors is less than the total Offered Securities, then each Offeree Investor who has set forth Undersubscription Amounts indicated in its Notice of Acceptance that it wishes to purchase Undersubscription Amounts shall be entitled to purchase, in addition to the Basic Amounts subscribed for, purchase all Undersubscription Amounts it has subscribed for; provided, however, that should if the aggregate of the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”"AVAILABLE UNDERSUBSCRIPTION AMOUNT"), each Offeree Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree Investor bears to the total Undersubscription Amounts subscribed for by all OffereesInvestors, subject to rounding by the Board of Directors to the extent it deems reasonably deems necessary.

Notice of Acceptance. Notice of each Offeree’s 's intention to accept, in whole or in part, any Offer made shall be evidenced by a writing written notice signed by such Offeree and delivered to the Company Corporation prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s 's Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should if the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “"Available Undersubscription Amount”"), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary. The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Corporation and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Corporation and the Offerees and their respective counsel.