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 SUCH BUYER
ELECTED TO PURCHASE PURSUANT TO SECTION 4(N)(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(N)(III)(3) ABOVE PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR OF WHICH
SHALL BE THE
22
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(N)(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(N)(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
BUYERS OR OTHER PERSONS IN ACCORDANCE WITH SECTION 4(N)(III)(3) ABOVE MAY NOT BE
ISSUED, SOLD OR EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE BUYERS UNDER THE
PROCEDURES SPECIFIED IN THIS AGREEMENT.
(7)
THE COMPANY AND THE BUYERS AGREE THAT IF ANY
BUYER ELECTS TO PARTICIPATE IN THE OFFER, (X) NEITHER THE SUBSEQUENT PLACEMENT
AGREEMENT WITH RESPECT TO SUCH OFFER NOR ANY OTHER TRANSACTION DOCUMENTS RELATED
THERETO (COLLECTIVELY, THE "SUBSEQUENT PLACEMENT DOCUMENTS") SHALL INCLUDE ANY
TERM OR PROVISIONS WHEREBY ANY BUYER SHALL BE REQUIRED TO AGREE TO ANY
RESTRICTIONS IN TRADING AS TO ANY SECURITIES OF THE COMPANY OWNED BY SUCH BUYER
PRIOR TO SUCH SUBSEQUENT PLACEMENT, AND (Y) ANY REGISTRATION RIGHTS SET FORTH IN
SUCH SUBSEQUENT PLACEMENT DOCUMENTS SHALL BE SIMILAR IN ALL MATERIAL RESPECTS TO
THE REGISTRATION RIGHTS CONTAINED IN THE REGISTRATION RIGHTS AGREEMENT.
(8)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SECTION 4(N) AND UNLESS OTHERWISE AGREED TO BY THE BUYERS, THE COMPANY
SHALL EITHER CONFIRM IN WRITING TO THE BUYERS THAT THE TRANSACTION WITH RESPECT
TO THE SUBSEQUENT PLACEMENT HAS BEEN ABANDONED OR SHALL PUBLICLY DISCLOSE ITS
INTENTION TO ISSUE THE OFFERED SECURITIES, IN EITHER CASE IN SUCH A MANNER SUCH
THAT THE BUYERS