UNTIL SUCH SECURITIES HAVE
AGAIN BEEN OFFERED TO THE PURCHASERS IN ACCORDANCE WITH SECTION 4.5(B)(I) ABOVE.
(V)
UPON THE CLOSING OF THE ISSUANCE, SALE OR EXCHANGE OF ALL OR LESS
THAN ALL OF THE REFUSED SECURITIES, THE PURCHASERS SHALL ACQUIRE FROM THE
COMPANY, AND THE COMPANY SHALL ISSUE TO THE PURCHASERS, THE NUMBER OR AMOUNT OF
OFFERED SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE, AS REDUCED PURSUANT
TO SECTION 4.5(B)(IV) ABOVE IF THE PURCHASERS HAVE SO ELECTED, UPON THE TERMS
AND CONDITIONS SPECIFIED IN THE OFFER.
THE PURCHASE BY THE PURCHASERS OF ANY
OFFERED SECURITIES IS SUBJECT IN ALL CASES TO THE PREPARATION, EXECUTION AND
DELIVERY BY THE COMPANY AND THE PURCHASERS OF A PURCHASE AGREEMENT RELATING TO
SUCH OFFERED SECURITIES REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
PURCHASERS AND THEIR RESPECTIVE COUNSEL.
(VI)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE PURCHASERS OR OTHER
PERSONS IN ACCORDANCE WITH SECTION 4.5(B)(III) ABOVE MAY NOT BE ISSUED, SOLD OR
EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE PURCHASERS UNDER THE PROCEDURES
SPECIFIED IN THIS AGREEMENT.
(C)
THE RESTRICTIONS CONTAINED IN THIS SECTION 4.5 SHALL NOT APPLY TO
EXCLUDED STOCK.
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, ON OR BEFORE 8:30 A.M., NEW YORK CITY TIME, ON APRIL 2, 2004,
ISSUE A PRESS RELEASE ACCEPTABLE TO THE PURCHASERS DISCLOSING ALL MATERIAL TERMS
OF THE TRANSACTIONS CONTEMPLATED HEREBY.
ON THE CLOSING DATE, THE COMPANY SHALL
FILE A CURRENT REPORT ON FORM 8-K WITH THE COMMISSION (THE "8-K FILING")
DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS AND INCLUDING AS EXHIBITS TO SUCH CURRENT REPORT ON FORM 8-K THIS
AGREEMENT AND THE FORM OF THE WARRANTS, IN THE FORM REQUIRED BY THE EXCHANGE
ACT.
THEREAFTER, THE COMPANY SHALL TIMELY FILE ANY FILINGS AND NOTICES REQUIRED
BY THE COMMISSION OR APPLICABLE LAW WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND PROVIDE COPIES THEREOF TO THE PURCHASERS PROMPTLY AFTER
FILING.
EXCEPT WITH RESPECT TO THE 8-K FILING (A COPY OF WHICH WILL BE PROVIDED
TO THE PURCHASERS FOR THEIR REVIEW AS EARLY AS PRACTICABLE PRIOR TO ITS FILING),
THE
COMPANY SHALL, AT LEAST TWO (2) TRADING DAYS PRIOR TO THE FILING OR
DISSEMINATION OF ANY DISCLOSURE REQUIRED BY THIS PARAGRAPH, PROVIDE A COPY
THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
THE COMPANY AND THE PURCHASERS
SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING
PUBLIC STATEMENTS OR FILINGS AND OTHER COMMUNICATIONS WITH THE COMMISSION OR ANY
REGULATORY AGENCY OR TRADING MARKET WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL ISSUE ANY SUCH PRESS RELEASE OR
OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING OR OTHER COMMUNICATION WITHOUT
THE PRIOR CONSENT OF THE OTHER, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN
WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH
PRIOR NOTICE OF SUCH PUBLIC STATEMENT, FILING OR OTHER COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME
OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN