OF ITS OR THE
SUBSIDIARIES' EQUITY OR EQUITY EQUIVALENT SECURITIES, INCLUDING WITHOUT
LIMITATION ANY DEBT, PREFERRED STOCK OR OTHER INSTRUMENT OR SECURITY THAT IS, AT
ANY TIME DURING ITS LIFE AND UNDER ANY CIRCUMSTANCES, CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR COMMON STOCK OR COMMON STOCK EQUIVALENTS, OTHER
THAN ISSUANCES PURSUANT TO CLAUSES (A), (B) AND (E) OF THE DEFINITION OF
EXCLUDED STOCK (ANY SUCH OFFER, SALE, GRANT, DISPOSITION OR ANNOUNCEMENT BEING
REFERRED TO AS A "SUBSEQUENT PLACEMENT").
(B)
FROM THE EFFECTIVE DATE UNTIL 30 TRADING
DAYS AFTER THE EFFECTIVE DATE (THE "BLOCKOUT PERIOD"), THE COMPANY WILL NOT,
DIRECTLY OR INDIRECTLY, EFFECT ANY SUBSEQUENT PLACEMENT EXCEPT EXCLUDED STOCK.
(C)
THE BLOCKOUT PERIOD SET FORTH IN
SECTION 4.5(B) ABOVE SHALL BE EXTENDED FOR THE NUMBER OF TRADING DAYS DURING
SUCH PERIOD IN WHICH (I) TRADING IN THE COMMON STOCK IS SUSPENDED BY ANY TRADING
MARKET, (II) THE REGISTRATION STATEMENT IS NOT EFFECTIVE, OR (III) THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT MAY NOT BE USED BY THE
PURCHASERS FOR THE RESALE OF REGISTRABLE SECURITIES THEREUNDER.
(D)
FROM THE PERIOD BEGINNING ON THE EFFECTIVE
DATE AND CONTINUING FOR TWO HUNDRED SEVENTY (270) DAYS THEREAFTER, THE
PURCHASERS SHALL HAVE THE RIGHT TO PARTICIPATE IN ANY SUBSEQUENT PLACEMENT OTHER
THAN OF EXCLUDED STOCK, IN ACCORDANCE WITH THIS SECTION 4.5(D).
(I)
THE COMPANY SHALL DELIVER TO EACH
PURCHASER A VERBAL OR WRITTEN NOTICE (THE "OFFER") OF ANY PROPOSED OR INTENDED
ISSUANCE OR SALE OR EXCHANGE OF THE SECURITIES BEING OFFERED (THE "OFFERED
SECURITIES") IN A SUBSEQUENT PLACEMENT, WHICH OFFER 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 TO WHICH OR WITH WHICH THE OFFERED SECURITIES ARE TO BE OFFERED,
ISSUED, SOLD OR EXCHANGED AND (Z)
OFFER TO ISSUE AND SELL TO EACH PURCHASER
(A) SUCH PURCHASER'S PRO RATA SHARE OF A NUMBER OF ADDITIONAL SECURITIES OF LIKE
KIND TO THE OFFERED SECURITIES (THE "PARTICIPATION SECURITIES") EQUAL TO
ONE-HALF OF THE OFFERED SECURITIES, BASED ON SUCH PURCHASER'S PRO RATA PORTION
OF THE AGGREGATE PURCHASE PRICE PAID BY THE PURCHASERS FOR ALL OF THE SHARES
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 SUCH
PURCHASER SHALL INDICATE IT WILL PURCHASE OR ACQUIRE SHOULD THE OTHER PURCHASERS
SUBSCRIBE FOR LESS THAN THEIR BASIC AMOUNTS (THE "UNDERSUBSCRIPTION AMOUNT").
(II)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART, A
PURCHASER MUST (A) DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF
THE THREE (3) TRADING DAY PERIOD OF THE OFFER, SETTING FORTH THE PORTION OF THE
PURCHASER'S BASIC AMOUNT THAT SUCH PURCHASER ELECTS TO PURCHASE AND, IF SUCH
PURCHASER SHALL ELECT TO PURCHASE ALL OF ITS BASIC
17
AMOUNT, THE