(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)
IDENTIFY AND DESCRIBE THE OFFERED SECURITIES, (X) DESCRIBE THE PRICE AND OTHER
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 SUCH BUYERS AT LEAST 50% OF THE OFFERED SECURITIES ALLOCATED
AMONG SUCH BUYERS (A) BASED ON SUCH BUYER'S PRO RATA PORTION OF THE AGGREGATE
NUMBER OF PREFERRED SHARES PURCHASED HEREUNDER (THE "BASIC AMOUNT"), AND
(B) WITH RESPECT TO EACH BUYER THAT ELECTS TO PURCHASE ITS BASIC AMOUNT, ANY
ADDITIONAL PORTION OF THE OFFERED SECURITIES ATTRIBUTABLE TO THE BASIC AMOUNTS
OF OTHER BUYERS AS SUCH BUYER SHALL INDICATE IT WILL PURCHASE OR ACQUIRE SHOULD
THE OTHER BUYERS SUBSCRIBE FOR LESS THAN THEIR BASIC AMOUNTS (THE
"UNDERSUBSCRIPTION AMOUNT"), WHICH PROCESS SHALL BE REPEATED UNTIL THE BUYERS
SHALL HAVE AN OPPORTUNITY TO SUBSCRIBE FOR ANY REMAINING UNDERSUBSCRIPTION
AMOUNT.
(2)
TO ACCEPT AN OFFER, IN WHOLE
OR IN PART, SUCH BUYER MUST DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE
END OF THE TENTH (10TH) BUSINESS DAY AFTER SUCH BUYER'S RECEIPT OF THE OFFER
NOTICE (THE "OFFER PERIOD"), SETTING FORTH THE PORTION OF SUCH BUYER'S BASIC
AMOUNT THAT SUCH BUYER ELECTS TO PURCHASE AND, IF SUCH BUYER SHALL ELECT TO
PURCHASE ALL OF ITS BASIC AMOUNT, THE UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT
SUCH BUYER ELECTS TO PURCHASE (IN EITHER CASE, THE "NOTICE OF ACCEPTANCE"). IF
THE BASIC AMOUNTS SUBSCRIBED FOR BY ALL BUYERS ARE LESS THAN THE TOTAL OF ALL OF
THE BASIC AMOUNTS, THEN EACH BUYER WHO HAS SET FORTH AN UNDERSUBSCRIPTION AMOUNT
IN ITS NOTICE OF ACCEPTANCE SHALL BE ENTITLED TO PURCHASE, IN ADDITION TO THE
BASIC AMOUNTS SUBSCRIBED FOR, THE UNDERSUBSCRIPTION AMOUNT IT HAS SUBSCRIBED
FOR; PROVIDED, HOWEVER, THAT IF THE UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR
EXCEED THE DIFFERENCE BETWEEN THE TOTAL OF ALL THE BASIC AMOUNTS AND THE BASIC
AMOUNTS SUBSCRIBED FOR (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
COMPANY TO THE EXTENT ITS DEEMS REASONABLY NECESSARY. NOTWITHSTANDING THE
FOREGOING, 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 BUYERS A NEW OFFER NOTICE AND
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THE OFFER PERIOD SHALL EXPIRE ON THE SEVENTH (7TH) BUSINESS DAY AFTER SUCH
BUYER'S RECEIPT OF SUCH NEW OFFER NOTICE.
(3)