IN THE OFFER.
IF THE COMPANY DOES NOT CONSUMMATE THE
CLOSING OF THE ISSUANCE, SALE OR EXCHANGE OF ALL OR LESS THAN ALL OF THE REFUSED
SECURITIES, WITHIN FIFTEEN (15) BUSINESS DAYS OF THE EXPIRATION OF THE OFFER
PERIOD, THE COMPANY SHALL ISSUE TO THE BUYERS, THE NUMBER OR AMOUNT OF OFFERED
SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE, AS REDUCED PURSUANT TO
SECTION 4(N)(III)(3) ABOVE IF THE BUYERS HAVE SO ELECTED, UPON THE TERMS AND
CONDITIONS SPECIFIED IN THE OFFER.
THE PURCHASE BY THE BUYERS OF ANY OFFERED
SECURITIES IS SUBJECT IN ALL CASES TO THE PREPARATION, EXECUTION AND DELIVERY BY
THE COMPANY AND THE BUYERS OF A PURCHASE AGREEMENT RELATING TO SUCH OFFERED
SECURITIES REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE BUYERS AND THEIR
RESPECTIVE COUNSEL.
(6)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE BUYERS OR OTHER PERSONS
IN ACCORDANCE WITH SECTION 4(N)(III)(3) ABOVE MAY NOT BE ISSUED, SOLD OR
EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE BUYERS UNDER THE PROCEDURES
SPECIFIED IN THIS AGREEMENT.
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(7)
THE COMPANY AND THE BUYERS AGREE THAT IF ANY BUYER ELECTS TO
PARTICIPATE IN THE OFFER, (X) NEITHER THE SUBSEQUENT PLACEMENT AGREEMENT WITH
RESPECT TO SUCH OFFER NOR ANY OTHER TRANSACTION DOCUMENTS RELATED THERETO
(COLLECTIVELY, THE "SUBSEQUENT PLACEMENT DOCUMENTS") SHALL INCLUDE ANY TERM OR
PROVISIONS WHEREBY ANY BUYER SHALL BE REQUIRED TO AGREE TO ANY RESTRICTIONS IN
TRADING AS TO ANY SECURITIES OF THE COMPANY OWNED BY SUCH BUYER PRIOR TO SUCH
SUBSEQUENT PLACEMENT, AND (Y) ANY REGISTRATION RIGHTS SET FORTH IN SUCH
SUBSEQUENT PLACEMENT DOCUMENTS SHALL BE SIMILAR IN ALL MATERIAL RESPECTS TO THE
REGISTRATION RIGHTS CONTAINED IN THE REGISTRATION RIGHTS AGREEMENT.
(8)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4(N) AND
UNLESS OTHERWISE AGREED TO BY THE BUYERS, THE COMPANY SHALL EITHER CONFIRM IN
WRITING TO THE BUYERS THAT THE TRANSACTION WITH RESPECT TO THE SUBSEQUENT
PLACEMENT HAS BEEN ABANDONED OR SHALL PUBLICLY DISCLOSE ITS INTENTION TO ISSUE
THE OFFERED SECURITIES, IN EITHER CASE IN SUCH A MANNER SUCH THAT THE BUYERS
WILL NOT BE IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION, BY THE FIFTEEN
(15TH) BUSINESS DAY FOLLOWING DELIVERY OF THE OFFER NOTICE.
IF BY THE FIFTEEN
(15TH) FOLLOWING DELIVERY OF THE OFFER NOTICE NO PUBLIC DISCLOSURE REGARDING A
TRANSACTION WITH RESPECT TO THE OFFERED SECURITIES HAS BEEN MADE, AND NO NOTICE
REGARDING THE ABANDONMENT OF SUCH TRANSACTION HAS BEEN RECEIVED BY THE BUYERS,
SUCH TRANSACTION SHALL BE DEEMED TO HAVE BEEN ABANDONED AND THE BUYERS SHALL NOT
BE DEEMED TO BE IN POSSESSION OF ANY MATERIAL, NON-PUBLIC INFORMATION WITH
RESPECT TO THE COMPANY.
SHOULD THE COMPANY DECIDE TO PURSUE SUCH TRANSACTION
WITH RESPECT TO THE OFFERED SECURITIES, THE COMPANY SHALL PROVIDE EACH BUYER
WITH ANOTHER OFFER NOTICE AND EACH BUYER WILL AGAIN HAVE THE RIGHT OF
PARTICIPATION SET FORTH IN THIS SECTION 4(N)(III).
THE COMPANY SHALL NOT BE
PERMITTED TO DELIVER MORE THAN ONE SUCH OFFER NOTICE TO THE BUYERS IN ANY 60 DAY
PERIOD.
(IV)
THE RESTRICTIONS CONTAINED IN SUBSECTIONS (II) AND (III)