TO PUBLICLY ANNOUNCE
(A) THE EXECUTION OF SUCH SUBSEQUENT PLACEMENT AGREEMENT, AND (B) EITHER (X) THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH SUBSEQUENT PLACEMENT
AGREEMENT OR (Y) THE TERMINATION OF SUCH SUBSEQUENT PLACEMENT AGREEMENT, ALL AS
APPLICABLE AND WHICH SHALL BE FILED WITH THE SEC ON A CURRENT REPORT ON FORM 8-K
WITH SUCH SUBSEQUENT PLACEMENT AGREEMENT AND ANY DOCUMENTS CONTEMPLATED THEREIN
FILED AS EXHIBITS THERETO.
(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(J)(III)(3)), THEN THE BUYER MAY, AT ITS SOLE OPTION AND
IN ITS SOLE DISCRETION, REDUCE THE 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(J)(III)(2) 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 THE BUYER PURSUANT TO SECTION 4(J)(III)(2)
PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR OF WHICH SHALL BE THE ORIGINAL
AMOUNT OF THE OFFERED SECURITIES. IN THE EVENT THAT THE 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 BUYER IN ACCORDANCE WITH SECTION 4(J)(III)(1).
(5)
UPON THE CLOSING OF THE ISSUANCE, SALE OR EXCHANGE OF ALL OR
LESS THAN ALL OF THE REFUSED SECURITIES, THE BUYER SHALL ACQUIRE FROM THE
COMPANY, AND THE COMPANY SHALL ISSUE TO THE BUYER, THE NUMBER OR AMOUNT OF
OFFERED SECURITIES SPECIFIED IN THE NOTICE OF ACCEPTANCE, AS REDUCED PURSUANT TO
SECTION 4(J)(III)(4) IF THE BUYER HAS SO ELECTED, UPON THE TERMS AND CONDITIONS
SPECIFIED IN THE OFFER.
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(6)
AFTER COMPLETION OF THE PROCEDURES AND STEPS CONTEMPLATED BY
THIS SECTION 4(J)(III), ANY OFFERED SECURITIES NOT ACQUIRED BY THE BUYER OR
OTHER PERSONS IN ACCORDANCE WITH SECTION 4(J)(III) MAY NOT BE ISSUED, SOLD OR
EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE BUYER UNDER THE PROCEDURES
SPECIFIED IN THIS AGREEMENT.
(7)
THE COMPANY AND THE BUYER AGREE THAT IF THE BUYER ELECTS TO
PARTICIPATE IN THE OFFER, (I) NEITHER THE SUBSEQUENT PLACEMENT AGREEMENT WITH
RESPECT TO SUCH OFFER NOR ANY OTHER TRANSACTION DOCUMENTS RELATED THERETO
(COLLECTIVELY, THE "SUBSEQUENT PLACEMENT DOCUMENTS") SHALL EXPRESSLY INCLUDE,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BUYER, ANY TERM OR PROVISIONS WHEREBY
THE BUYER SHALL BE REQUIRED TO AGREE TO ANY RESTRICTIONS IN TRADING AS TO ANY
SECURITIES OF THE COMPANY OWNED BY THE BUYER PRIOR TO SUCH SUBSEQUENT PLACEMENT,
EXCEPT AS REQUIRED BY ANY APPLICABLE COMPANY PROCEDURES OR POLICIES THEN IN
EFFECT REGARDING THE PURCHASE AND SALE OF COMPANY