SHALL NOT INCLUDE ANY RIGHTS, WARRANTS OR OPTIONS ISSUED
TO EMPLOYEES, CONSULTANTS, OFFICERS OR DIRECTORS OF THE COMPANY, IN CONNECTION
WITH THEIR SERVICES TO THE COMPANY, AS APPROVED BY THE BOARD; AND (Z)
"CONVERTIBLE SECURITIES" MEANS ANY STOCK OR SECURITIES (OTHER THAN OPTIONS)
DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR
SHARES OF COMMON STOCK.
(III)
FROM AND AFTER THE CLOSING DATE, AS LONG AS THE BUYER,
TOGETHER WITH ITS AFFILIATES, "BENEFICIALLY OWN" (AS SET FORTH IN RULE 13D-3 AND
RULE 13D-5(B)(L) OF THE 1934 ACT) SHARES OF COMMON STOCK, THE COMPANY WILL NOT,
DIRECTLY OR INDIRECTLY, EFFECT ANY SUBSEQUENT PLACEMENT UNLESS THE COMPANY SHALL
HAVE FIRST COMPLIED WITH THIS SECTION 4(J)(III).
(1)
THE COMPANY SHALL DELIVER TO THE BUYER AN IRREVOCABLE WRITTEN
NOTICE (THE "OFFER NOTICE") OF ANY PROPOSED OR INTENDED ISSUANCE OR SALE OR
EXCHANGE (THE "OFFER") OF THE SECURITIES BEING OFFERED (THE "OFFERED
SECURITIES") IN A SUBSEQUENT PLACEMENT, WHICH OFFER NOTICE SHALL (W) REASONABLY
IDENTIFY AND DESCRIBE THE OFFERED SECURITIES, (X) DESCRIBE THE PRICE AND OTHER
MATERIAL TERMS UPON WHICH THEY ARE TO BE ISSUED, SOLD OR EXCHANGED, AND THE
NUMBER OR AMOUNT OF THE OFFERED SECURITIES TO BE ISSUED, SOLD OR EXCHANGED, (Y)
IDENTIFY THE PERSONS OR ENTITIES (IF KNOWN) TO WHICH OR WITH WHICH THE OFFERED
SECURITIES ARE TO BE OFFERED, ISSUED, SOLD OR EXCHANGED AND (Z) OFFER TO ISSUE
AND SELL TO OR EXCHANGE WITH THE BUYER UP TO THE PROPORTION OF THE OFFERED
SECURITIES EQUAL TO THE BUYER'S (INCLUDING ITS AFFILIATES') PRO RATA INTEREST IN
EQUITY SECURITIES OF THE COMPANY ON A FULLY-DILUTED BASIS.
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(2)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART, THE BUYER MUST
DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF THE FIFTH (5TH)
BUSINESS DAY AFTER THE BUYER'S RECEIPT OF THE OFFER NOTICE (THE "OFFER PERIOD"),
SETTING FORTH THE NUMBER OR AMOUNT OF THE OFFERED SECURITIES THAT THE BUYER
ELECTS TO PURCHASE (THE "NOTICE OF ACCEPTANCE"). NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, IF THE COMPANY DESIRES TO MODIFY OR AMEND THE TERMS
AND CONDITIONS OF THE OFFER PRIOR TO THE EXPIRATION OF THE OFFER PERIOD, THE
COMPANY MAY DELIVER TO THE BUYER A NEW OFFER NOTICE AND THE OFFER PERIOD SHALL
EXPIRE ON THE FIFTH (5TH) BUSINESS DAY AFTER THE BUYER'S RECEIPT OF SUCH NEW
OFFER NOTICE.
(3)
THE COMPANY SHALL HAVE SIXTY (60) DAYS FROM THE EXPIRATION OF
THE OFFER PERIOD ABOVE (I) 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 BUYER (THE "REFUSED SECURITIES") PURSUANT TO A DEFINITIVE AGREEMENT (THE
"SUBSEQUENT PLACEMENT AGREEMENT"), BUT ONLY TO THE OFFEREES DESCRIBED IN THE
OFFER NOTICE (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 NOTICE AND (II)