OR PURCHASE SHARES OF COMMON STOCK OR CONVERTIBLE SECURITIES.
(3)
"COMMON STOCK EQUIVALENTS" MEANS, COLLECTIVELY, OPTIONS AND
CONVERTIBLE SECURITIES.
(II)
FROM THE DATE HEREOF UNTIL THE DATE THAT IS THIRTY (30) CALENDAR
DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) (THE "TRIGGER DATE"), THE COMPANY WILL NOT, DIRECTLY OR INDIRECTLY,
OFFER, SELL, GRANT ANY OPTION TO PURCHASE, OR OTHERWISE DISPOSE OF (OR ANNOUNCE
ANY OFFER, SALE, GRANT OR ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF) ANY OF
ITS OR ITS 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 SHARES OF COMMON STOCK OR COMMON STOCK
EQUIVALENTS (ANY SUCH OFFER, SALE, GRANT, DISPOSITION OR ANNOUNCEMENT BEING
REFERRED TO AS A "SUBSEQUENT PLACEMENT").
(III)
FOR A PERIOD OF 24 MONTHS FOLLOWING THE EFFECTIVE DATE (AS
DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), THE COMPANY WILL NOT, DIRECTLY OR
INDIRECTLY, EFFECT ANY SUBSEQUENT PLACEMENT UNLESS THE COMPANY SHALL HAVE FIRST
COMPLIED WITH THIS SECTION 4(O)(III).
(1)
THE COMPANY SHALL DELIVER TO EACH BUYER (EACH AN "ELIGIBLE BUYER")
A WRITTEN NOTICE (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, WHICH OFFER NOTICE 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 (IF KNOWN) 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 SUCH ELIGIBLE BUYERS AT LEAST 50% OF THE OFFERED SECURITIES,
ALLOCATED AMONG SUCH ELIGIBLE BUYERS (A) BASED ON SUCH ELIGIBLE BUYER'S PRO RATA
PORTION OF THE COMMON SHARES PURCHASED HEREUNDER BY ELIGIBLE BUYERS (THE "BASIC
AMOUNT"), AND (B) WITH RESPECT TO EACH ELIGIBLE BUYER THAT ELECTS TO PURCHASE
ITS BASIC AMOUNT, ANY ADDITIONAL PORTION OF THE OFFERED SECURITIES ATTRIBUTABLE
TO THE BASIC AMOUNTS OF OTHER ELIGIBLE BUYERS AS SUCH ELIGIBLE BUYER SHALL
INDICATE IT WILL PURCHASE OR ACQUIRE SHOULD THE OTHER ELIGIBLE BUYERS SUBSCRIBE
FOR LESS THAN THEIR BASIC
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AMOUNTS (THE "UNDERSUBSCRIPTION AMOUNT"), WHICH PROCESS SHALL BE REPEATED UNTIL
THE BUYERS SHALL HAVE AN OPPORTUNITY TO SUBSCRIBE FOR ANY REMAINING
UNDERSUBSCRIPTION AMOUNT.
(2)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART, SUCH ELIGIBLE BUYER MUST
DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF THE SEVENTH (7TH)
BUSINESS DAY AFTER SUCH ELIGIBLE BUYER'S RECEIPT OF THE OFFER NOTICE (THE "OFFER
PERIOD"), SETTING FORTH THE PORTION OF SUCH ELIGIBLE BUYER'S BASIC AMOUNT THAT
SUCH ELIGIBLE BUYER ELECTS TO PURCHASE AND, IF SUCH ELIGIBLE BUYER SHALL ELECT
TO PURCHASE ALL OF ITS BASIC AMOUNT, THE UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT
SUCH