UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT SUCH PURCHASER ELECTS TO
PURCHASE (IN EITHER CASE, THE "NOTICE OF ACCEPTANCE"), (B) BE ABLE TO MAKE AT
THE TIME OF RECEIVING THE OFFER AND AT THE TIME OF CLOSING THE PURCHASE OF THE
PARTICIPATION SECURITIES, THE REPRESENTATIONS AND WARRANTIES TO THE COMPANY SET
FORTH IN SECTION 3.2 OF THIS AGREEMENT WITH RESPECT TO THE OFFER AND THE
PARTICIPATION SECURITIES, AND (C) DELIVER TO THE COMPANY SUCH OTHER AGREEMENTS
AND DOCUMENTS REQUIRED OF THE PURCHASERS IN THE SUBSEQUENT OFFERING (THE
"SUBSEQUENT PLACEMENT DOCUMENTS").
IF THE BASIC AMOUNTS SUBSCRIBED FOR BY ALL
PURCHASERS ARE LESS THAN THE TOTAL OF ALL OF THE BASIC AMOUNTS, THEN EACH
PURCHASER WHO HAS SET FORTH AN UNDERSUBCRIPTION 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 PURCHASER 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 PURCHASER BEARS TO THE TOTAL BASIC AMOUNTS OF ALL PURCHASERS THAT HAVE
SUBSCRIBED FOR UNDERSUBSCRIPTION AMOUNTS, SUBJECT TO ROUNDING BY THE BOARD OF
DIRECTORS TO THE EXTENT ITS DEEMS REASONABLY NECESSARY.
(III)
THE COMPANY SHALL HAVE FIVE (5) TRADING DAYS
FROM THE EXPIRATION OF THE PERIOD SET FORTH IN SECTION 4.5(D)(II) ABOVE TO
ISSUE, SELL OR EXCHANGE ALL OR ANY PART OF SUCH PARTICIPATION SECURITIES AS TO
WHICH A NOTICE OF ACCEPTANCE HAS NOT BEEN GIVEN BY THE PURCHASERS (THE "REFUSED
SECURITIES"), BUT ONLY TO THE OFFEREES DESCRIBED IN THE OFFER 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.
(IV)
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 4.5(D)(III) ABOVE), THEN EACH PURCHASER MAY, AT
ITS SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE
PARTICIPATION SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT THAT
SHALL BE NOT LESS THAN THE NUMBER OR AMOUNT OF THE PARTICIPATION SECURITIES THAT
THE PURCHASER ELECTED TO PURCHASE PURSUANT TO SECTION 4.5(D)(II) ABOVE
MULTIPLIED BY A FRACTION, (I) THE NUMERATOR OF WHICH SHALL BE THE NUMBER OR
AMOUNT OF PARTICIPATION SECURITIES THE COMPANY ACTUALLY PROPOSES TO ISSUE, SELL
OR EXCHANGE (INCLUDING PARTICIPATION SECURITIES TO BE ISSUED OR SOLD TO
PURCHASERS PURSUANT TO SECTION 4.5(D)(II) ABOVE PRIOR TO SUCH REDUCTION) AND
(II) THE DENOMINATOR OF WHICH SHALL BE THE ORIGINAL AMOUNT OF THE PARTICIPATION
SECURITIES.
IN THE EVENT THAT ANY PURCHASER SO ELECTS TO REDUCE THE NUMBER OR
AMOUNT OF PARTICIPATION SECURITIES SPECIFIED IN ITS