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
THIRD (3RD) 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 THE OFFER PERIOD SHALL EXPIRE ON THE THIRD (3RD) BUSINESS DAY
AFTER SUCH BUYER'S RECEIPT OF SUCH NEW OFFER NOTICE.
(3)
THE COMPANY SHALL HAVE FIFTEEN (15) BUSINESS
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 BUYERS (THE "REFUSED SECURITIES") PURSUANT
TO A DEFINITIVE AGREEMENT(S) (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) 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, 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(N)(III)(3) ABOVE), THEN EACH BUYER