SINGLE TRANSACTION OR RELATED TRANSACTIONS, THE RIGHTS TO PURCHASE NEW
ISSUE SECURITIES GRANTED TO THE INVESTORS UNDER THIS SECTION MUST BE EXERCISED
TO PURCHASE ALL TYPES OF NEW ISSUE SECURITIES AND SUCH OTHER SECURITIES IN THE
SAME PROPORTION AS SUCH NEW ISSUE SECURITIES AND OTHER SECURITIES ARE TO BE
ISSUED BY THE COMPANY.
17
(C)
THE COMPANY SHALL HAVE TWENTY (20) TRADING DAYS FROM THE EXPIRATION OF THE
PERIOD SET FORTH IN SECTION 4.3(B) ABOVE TO ISSUE, SELL OR EXCHANGE ALL OR ANY
PART OF SUCH NEW ISSUE SECURITIES AS TO WHICH A NOTICE OF ACCEPTANCE HAS NOT
BEEN GIVEN BY THE INVESTORS (THE "REFUSED SECURITIES"), BUT ONLY UPON TERMS AND
CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT PRICES AND INTEREST RATES) THAT
ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR PERSONS THAN THOSE SET FORTH
IN THE FIRST NOTICE.
(D)
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 4.3(C) ABOVE), THEN EACH INVESTOR MAY, AT ITS SOLE OPTION AND IN ITS
SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE NEW ISSUE SECURITIES
SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT THAT SHALL BE NOT LESS THAN
THE NUMBER OR AMOUNT OF NEW ISSUE SECURITIES THAT THE INVESTOR ELECTED TO
PURCHASE PURSUANT TO SECTION 4.3(B) ABOVE MULTIPLIED BY A FRACTION, (I) THE
NUMERATOR OF WHICH SHALL BE THE NUMBER OR AMOUNT OF NEW ISSUE SECURITIES THE
COMPANY ACTUALLY PROPOSES TO ISSUE, SELL OR EXCHANGE (INCLUDING PRIOR TO SUCH
REDUCTION) AND (II) THE DENOMINATOR OF WHICH SHALL BE THE ORIGINAL AMOUNT OF THE
NEW ISSUE SECURITIES.
IN THE EVENT THAT ANY INVESTOR SO ELECTS TO REDUCE THE
NUMBER OR AMOUNT OF NEW ISSUE SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE,
THE COMPANY MAY NOT ISSUE, SELL OR EXCHANGE MORE THAN THE REDUCED NUMBER OR
AMOUNT OF THE NEW ISSUE SECURITIES UNLESS AND UNTIL SUCH SECURITIES HAVE AGAIN
BEEN OFFERED TO THE INVESTORS IN ACCORDANCE WITH SECTION 4.3(A) ABOVE.
(E)
UPON THE CLOSING OF THE ISSUANCE, SALE OR EXCHANGE OF ALL OR LESS THAN ALL
OF THE REFUSED SECURITIES, THE INVESTORS SHALL PURCHASE FROM THE COMPANY, AND
THE COMPANY SHALL ISSUE TO THE INVESTORS, THE NUMBER OR AMOUNT OF NEW ISSUE
SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE, AS REDUCED PURSUANT TO
SECTION 4.3(D) THE INVESTORS HAVE SO ELECTED, UPON THE TERMS AND CONDITIONS
SPECIFIED IN THE FIRST NOTICE.
THE PURCHASE BY THE INVESTORS OF ANY NEW ISSUE
SECURITIES IS SUBJECT IN ALL CASES TO THE PREPARATION, EXECUTION AND DELIVERY BY
THE COMPANY AND THE INVESTORS OF A PURCHASE AGREEMENT RELATING TO SUCH NEW ISSUE
SECURITIES REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE INVESTORS AND
THE COMPANY AND THEIR RESPECTIVE COUNSEL.
(F)
THE PARTICIPATION RIGHTS CONTAINED IN THIS SECTION SHALL NOT APPLY TO THE
ISSUANCE AND SALE BY THE COMPANY OF (I) SHARES OF COMMON STOCK OR COMMON STOCK
EQUIVALENTS TO EMPLOYEES, OFFICERS, OR DIRECTORS OF THE