THE COMPANY SHALL HAVE TEN
(10) BUSINESS DAYS FROM THE EXPIRATION OF THE OFFER PERIOD ABOVE (I) TO OFFER,
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 BUYERS (THE "REFUSED SECURITIES")
PURSUANT TO A DEFINITIVE AGREEMENT(S) (THE "SUBSEQUENT PLACEMENT AGREEMENT"),
BUT ONLY TO THE OFFEREES DESCRIBED IN THE OFFER NOTICE (IF SO DESCRIBED THEREIN)
AND ONLY UPON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT PRICES
AND INTEREST RATES) THAT ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR
PERSONS OR LESS FAVORABLE TO THE COMPANY THAN THOSE SET FORTH IN THE OFFER
NOTICE AND (II) TO PUBLICLY ANNOUNCE (A) THE EXECUTION OF SUCH SUBSEQUENT
PLACEMENT AGREEMENT, AND (B) EITHER (X) THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY SUCH SUBSEQUENT PLACEMENT AGREEMENT OR (Y) THE TERMINATION OF
SUCH SUBSEQUENT PLACEMENT AGREEMENT, WHICH SHALL BE FILED WITH THE SEC ON A
CURRENT REPORT ON FORM 8-K WITH SUCH SUBSEQUENT PLACEMENT AGREEMENT AND ANY
DOCUMENTS CONTEMPLATED THEREIN FILED AS EXHIBITS THERETO.
(4)
IN THE EVENT THE COMPANY SHALL
PROPOSE TO SELL LESS THAN ALL THE REFUSED SECURITIES (ANY SUCH SALE TO BE IN THE
MANNER AND ON THE TERMS SPECIFIED IN SECTION 4(O)(III)(3) ABOVE), THEN EACH
BUYER MAY, AT ITS SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE NUMBER OR
AMOUNT OF THE OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN
AMOUNT THAT SHALL BE NOT LESS THAN THE NUMBER OR AMOUNT OF THE OFFERED
SECURITIES THAT SUCH BUYER ELECTED TO PURCHASE PURSUANT TO
SECTION 4(O)(III)(2) ABOVE MULTIPLIED BY A FRACTION, (I) THE NUMERATOR OF WHICH
SHALL BE THE NUMBER OR AMOUNT OF OFFERED SECURITIES THE COMPANY ACTUALLY
PROPOSES TO ISSUE, SELL OR EXCHANGE (INCLUDING OFFERED SECURITIES TO BE ISSUED
OR SOLD TO BUYERS PURSUANT TO SECTION 4(O)(III)(3) ABOVE PRIOR TO SUCH
REDUCTION) AND (II) THE DENOMINATOR OF WHICH SHALL BE THE ORIGINAL AMOUNT OF THE
OFFERED SECURITIES. IN THE EVENT THAT ANY BUYER SO ELECTS TO REDUCE THE NUMBER
OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE, THE
COMPANY MAY NOT ISSUE, SELL OR EXCHANGE MORE THAN THE REDUCED NUMBER OR AMOUNT
OF THE OFFERED SECURITIES UNLESS AND UNTIL SUCH SECURITIES HAVE AGAIN BEEN
OFFERED TO THE BUYERS IN ACCORDANCE WITH SECTION 4(O)(III)(1) ABOVE.
(5)
UPON THE CLOSING OF THE
ISSUANCE, SALE OR EXCHANGE OF ALL OR LESS THAN ALL OF THE REFUSED SECURITIES,
THE BUYERS SHALL ACQUIRE FROM THE COMPANY, AND 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(O)(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