(THE "AVAILABLE
UNDERSUBSCRIPTION AMOUNT"), EACH BUYER WHO HAS SUBSCRIBED FOR ANY
UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE ONLY THAT PORTION OF THE
AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT OF SUCH BUYER BEARS TO
THE TOTAL BASIC AMOUNTS OF ALL BUYERS THAT HAVE SUBSCRIBED FOR UNDERSUBSCRIPTION
AMOUNTS, SUBJECT TO ROUNDING BY THE BOARD OF DIRECTORS TO THE EXTENT ITS DEEMS
REASONABLY NECESSARY.
(3)
THE COMPANY SHALL HAVE FIVE (5) TRADING
DAYS FROM THE EXPIRATION OF THE OFFER PERIOD ABOVE TO OFFER, ISSUE, SELL OR
EXCHANGE ALL OR ANY PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE OF
ACCEPTANCE HAS NOT BEEN GIVEN BY THE BUYERS (THE "REFUSED SECURITIES"), BUT ONLY
TO THE OFFEREES DESCRIBED IN THE OFFER (IF SO DESCRIBED THEREIN) AND ONLY UPON
TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT PRICES AND INTEREST
RATES) THAT ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR PERSONS OR LESS
FAVORABLE TO THE COMPANY THAN THOSE SET FORTH IN THE OFFER.
(4)
IN THE EVENT THE COMPANY SHALL PROPOSE TO
SELL LESS THAN ALL THE REFUSED SECURITIES (ANY SUCH SALE TO BE IN THE MANNER AND
ON THE TERMS SPECIFIED IN SECTION 4(T)(III)(3) ABOVE), THEN EACH BUYER MAY, AT
ITS SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE
22
NUMBER OR AMOUNT OF THE OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE
TO AN AMOUNT THAT SHALL BE NOT LESS THAN THE NUMBER OR AMOUNT OF THE OFFERED
SECURITIES THAT THE BUYER ELECTED TO PURCHASE PURSUANT TO SECTION 4(T)(III)(2)
ABOVE MULTIPLIED BY A FRACTION, (I) THE NUMERATOR OF WHICH SHALL BE THE NUMBER
OR AMOUNT OF OFFERED SECURITIES THE COMPANY ACTUALLY PROPOSES TO ISSUE, SELL OR
EXCHANGE (INCLUDING OFFERED SECURITIES TO BE ISSUED OR SOLD TO BUYERS PURSUANT
TO SECTION 4(T)(III)(3) ABOVE PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR
OF WHICH SHALL BE THE ORIGINAL AMOUNT OF THE OFFERED SECURITIES.
IN THE EVENT
THAT ANY BUYER SO ELECTS TO REDUCE THE NUMBER OR AMOUNT OF OFFERED SECURITIES
SPECIFIED IN ITS NOTICE OF ACCEPTANCE, THE COMPANY MAY NOT ISSUE, SELL OR
EXCHANGE MORE THAN THE REDUCED NUMBER OR AMOUNT OF THE OFFERED SECURITIES UNLESS
AND UNTIL SUCH SECURITIES HAVE AGAIN BEEN OFFERED TO THE BUYERS IN ACCORDANCE
WITH SECTION 4(T)(III)(1) ABOVE.
(5)
UPON THE CLOSING OF THE ISSUANCE, SALE OR
EXCHANGE OF ALL OR LESS THAN ALL OF THE REFUSED SECURITIES, THE BUYERS SHALL
ACQUIRE FROM THE COMPANY, AND THE COMPANY SHALL ISSUE TO THE BUYERS, THE NUMBER
OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE, AS
REDUCED PURSUANT TO SECTION 4(T)(III)(3) ABOVE IF THE BUYERS HAVE SO ELECTED,
UPON THE TERMS AND CONDITIONS SPECIFIED IN THE OFFER.
THE PURCHASE BY THE
BUYERS OF ANY OFFERED SECURITIES IS SUBJECT IN ALL CASES TO THE PREPARATION,
EXECUTION AND DELIVERY BY THE COMPANY AND THE BUYERS OF A PURCHASE AGREEMENT
RELATING TO SUCH OFFERED SECURITIES REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE BUYERS AND THEIR RESPECTIVE COUNSEL.
(6)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE