COMMON STOCK OR COMMON STOCK
EQUIVALENTS (ANY SUCH OFFER, SALE, GRANT, DISPOSITION OR ANNOUNCEMENT BEING
REFERRED TO AS A "SUBSEQUENT PLACEMENT").
(C)
FROM THE TRIGGER DATE UNTIL THE LATER OF
(I) THIRD ANNIVERSARY OF THE CLOSING DATE AND (II) THE DATE NO SECURITIES REMAIN
OUTSTANDING, THE COMPANY WILL NOT, DIRECTLY
30
OR INDIRECTLY, EFFECT ANY SUBSEQUENT PLACEMENT UNLESS THE COMPANY SHALL HAVE
FIRST COMPLIED WITH THIS SECTION 4.14(C).
(I)
THE COMPANY SHALL DELIVER TO EACH
PURCHASER AN IRREVOCABLE PRIOR WRITTEN NOTICE OF FIVE (5) BUSINESS DAYS
(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, SUBJECT TO SUCH PURCHASER'S PRIOR AGREEMENT TO MAINTAIN
THE CONFIDENTIALITY OF SUCH OFFER NOTICE, WHICH OFFER NOTICE SHALL (W) IDENTIFY
AND DESCRIBE THE OFFERED SECURITIES, (X) DESCRIBE THE PRICE (WHICH MAY BE
EXPRESSED AS A FORMULA) 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
(UNLESS THE COMPANY OR THE PLACEMENT AGENT IS PROHIBITED FROM DOING SO BY
CONTRACT OR BY LAW) AND (Z) OFFER TO ISSUE AND SELL TO OR EXCHANGE WITH THE
PURCHASER UP TO FIFTY PERCENT (50%) OF THE OFFERED SECURITIES, ALLOCATED AMONG
THE PURCHASER AND THE OTHER PURCHASERS (A) BASED ON SUCH PURCHASER'S PRO RATA
PORTION OF THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES PURCHASED HEREUNDER (THE
"BASIC AMOUNT"), AND (B) WITH RESPECT TO EACH PURCHASER THAT ELECTS TO PURCHASE
ITS BASIC AMOUNT, ANY ADDITIONAL PORTION OF THE OFFERED SECURITIES ATTRIBUTABLE
TO THE BASIC AMOUNTS OF OTHER PURCHASERS AS THE PURCHASER SHALL INDICATE IT WILL
PURCHASE OR ACQUIRE SHOULD THE OTHER PURCHASERS SUBSCRIBE FOR LESS THAN THEIR
BASIC AMOUNTS (THE "UNDERSUBSCRIPTION AMOUNT"), WHICH PROCESS SHALL BE REPEATED
UNTIL THE PURCHASER SHALL HAVE AN OPPORTUNITY TO SUBSCRIBE FOR ANY REMAINING
UNDERSUBSCRIPTION AMOUNT; PROVIDED, THAT THE TIME PERIOD FOR ANY PURCHASER TO
ELECT TO PURCHASE ANY UNDERSUBSCRIPTION AMOUNT SHALL BE ONE (1) BUSINESS DAY;
PROVIDED, FURTHER, THAT THE TOTAL TIME PERIOD FOR ELECTING TO PARTICIPATE IN THE
OFFER, INCLUDING IN CONNECTION WITH ANY UNDERSUBSCRIPTION AMOUNT, SHALL BE NO
LONGER THAN SEVEN (7) BUSINESS DAYS.
(II)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART,
THE PURCHASER MUST DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF
THE FIFTH (5TH) BUSINESS DAY AFTER THE PURCHASER'S RECEIPT OF THE OFFER NOTICE
(THE "OFFER PERIOD"), SETTING FORTH THE PORTION OF THE PURCHASER'S BASIC AMOUNT
THAT THE PURCHASER ELECTS TO PURCHASE AND, IF THE PURCHASER SHALL ELECT TO
PURCHASE ALL OF ITS BASIC AMOUNT, THE UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT THE
PURCHASER ELECTS TO PURCHASE (IN EITHER CASE, THE "NOTICE OF ACCEPTANCE"). IF
THE BASIC AMOUNTS SUBSCRIBED FOR BY THE PURCHASER AND THE OTHER PURCHASERS ARE
LESS THAN THE TOTAL OF ALL OF