UNLESS
THE COMPANY SHALL HAVE FIRST COMPLIED WITH THIS SECTION 4.6(B).
(I)
THE COMPANY SHALL DELIVER TO EACH PURCHASER A 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
OR EXCHANGE WITH EACH PURCHASER (A) A PRO RATA PORTION OF 50% OF THE OFFERED
SECURITIES BASED ON SUCH PURCHASER'S PRO RATA PORTION OF THE AGGREGATE PRINCIPAL
AMOUNT OF THE NOTES 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 DELIVER A
WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF THE 7 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 AMOUNT, THE UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT SUCH PURCHASER
ELECTS TO PURCHASE (IN EITHER CASE, THE "NOTICE OF ACCEPTANCE").
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 ON 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 7 TRADING DAYS FROM THE EXPIRATION OF THE PERIOD
SET FORTH IN SECTION 4.6(B)(II) ABOVE TO 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 PURCHASERS (THE "REFUSED SECURITIES"), BUT ONLY TO THE OFFEREES DESCRIBED
IN THE OFFER
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AND ONLY UPON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION,