BUSINESS DAYS FROM SUCH
INVESTOR'S RECEIPT OF THE TERMS OF THE OFFER IN WRITING (THE "OFFER PERIOD").
EACH INVESTOR AGREES THAT IT WILL KEEP THE TERMS OF ANY SUCH SUBSEQUENT
PLACEMENT CONFIDENTIAL UNTIL SUCH INFORMATION IS PUBLICLY AVAILABLE.
ADDITIONALLY, EACH INVESTOR AGREES THAT IT WILL NOT PURCHASE OR SELL ANY OF THE
COMPANY'S SECURITIES WHILE IN POSSESSION OF INFORMATION REGARDING ANY SUBSEQUENT
PLACEMENT UNTIL SUCH INFORMATION IS PUBLICLY AVAILABLE.
6.3.
NOTICE OF ACCEPTANCE.
IF THE INVESTOR WISHES TO
ACCEPT THE OFFER, THE INVESTOR SHALL DELIVER WRITTEN NOTICE THEREOF (A "NOTICE
OF ACCEPTANCE") TO THE COMPANY PRIOR TO THE EXPIRATION OF THE OFFER PERIOD,
SPECIFYING THE AMOUNT OF THE INVESTOR'S BASIC AMOUNT THAT THE INVESTOR ELECTS TO
PURCHASE AND, IF THE INVESTOR ELECTS TO PURCHASE ALL OF ITS BASIC AMOUNT, THE
UNDERSUBSCRIPTION AMOUNT THAT THE INVESTOR ELECTS TO PURCHASE.
IF THE AGGREGATE
OF THE BASIC AMOUNTS SUBSCRIBED FOR BY ALL INVESTORS IS LESS THAN THE TOTAL
OFFERED SECURITIES, EACH INVESTOR WHO HAS INDICATED IN ITS NOTICE OF ACCEPTANCE
THAT IT WISHES TO PURCHASE UNDERSUBSCRIPTION AMOUNTS SHALL BE ENTITLED TO
PURCHASE ALL UNDERSUBSCRIPTION AMOUNTS IT HAS SUBSCRIBED FOR; PROVIDED, HOWEVER,
THAT IF
THE AGGREGATE OF THE UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR EXCEED
THE DIFFERENCE BETWEEN THE OFFERED SECURITIES AND THE BASIC AMOUNTS SUBSCRIBED
FOR (THE "AVAILABLE UNDERSUBSCRIPTION AMOUNT"), EACH INVESTOR WHO HAS SUBSCRIBED
FOR ANY UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE ONLY THAT PORTION
OF THE AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE UNDERSUBSCRIPTION AMOUNT
SUBSCRIBED FOR BY SUCH INVESTOR BEARS TO THE TOTAL UNDERSUBSCRIPTION AMOUNTS
SUBSCRIBED FOR BY ALL INVESTORS, SUBJECT TO ROUNDING BY THE BOARD OF DIRECTORS
TO THE EXTENT IT DEEMS REASONABLY NECESSARY.
6.4.
PERMITTED SALES OF REFUSED SECURITIES.
IN THE
EVENT THAT NOTICES OF ACCEPTANCE ARE NOT TIMELY DELIVERED BY THE INVESTORS IN
RESPECT OF ALL THE OFFERED SECURITIES, THE COMPANY SHALL HAVE FORTY-FIVE (45)
DAYS FROM THE EXPIRATION OF THE OFFER PERIOD TO CLOSE THE SALE OF ALL OR ANY
PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE OF ACCEPTANCE HAS NOT BEEN
GIVEN BY AN INVESTOR (THE "REFUSED SECURITIES") TO THE PERSON OR PERSONS
SPECIFIED IN THE OFFER, BUT ONLY UPON TERMS AND CONDITIONS, INCLUDING, WITHOUT
LIMITATION, UNIT PRICE AND INTEREST RATES (IF APPLICABLE),
13
which are, in the aggregate, no more favorable to such other person or persons
or less favorable to the Company than those set forth in the Offer.
6.5.
REDUCTION IN AMOUNT OF OFFERED SECURITIES.
IN
THE EVENT THAT THE COMPANY PROPOSES TO SELL LESS THAN ALL THE REFUSED SECURITIES
(ANY SUCH SALE TO BE IN THE MANNER AND ON THE TERMS SPECIFIED IN SECTION 6.4
ABOVE), THEN THE INVESTOR MAY, AT ITS OPTION AND IN ITS SOLE AND ABSOLUTE
DISCRETION, REDUCE THE NUMBER OR OTHER UNITS OF THE OFFERED SECURITIES SPECIFIED
IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT WHICH SHALL BE NOT LESS THAN THE AMOUNT
OF THE OFFERED SECURITIES WHICH THE INVESTOR ELECTED TO PURCHASE PURSUANT TO
SECTION 6.3 ABOVE MULTIPLIED BY A FRACTION, (A) THE NUMERATOR OF