AMOUNT SHALL BE ENTITLED TO PURCHASE
ONLY THAT PORTION OF THE AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT
OF SUCH PURCHASER BEARS TO THE TOTAL BASIC AMOUNTS OF ALL PURCHASERS THAT HAVE
SUBSCRIBED FOR UNDERSUBSCRIPTION AMOUNTS, SUBJECT TO ROUNDING BY THE BOARD OF
DIRECTORS TO THE EXTENT ITS DEEMS REASONABLY NECESSARY.
(III)
THE COMPANY SHALL HAVE 5 TRADING DAYS FROM THE EXPIRATION OF THE
ACCEPTANCE PERIOD TO 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
PURCHASERS (THE "REFUSED SECURITIES"), BUT ONLY TO THE OFFEREES DESCRIBED IN THE
OFFER (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.
(IV)
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 4.5(A)(III) ABOVE), THEN EACH PURCHASER 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 THE PURCHASER ELECTED TO
PURCHASE PURSUANT TO SECTION 4.5(A)(II) 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 PURCHASERS PURSUANT TO SECTION 4.5(A)(II)
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 PURCHASER 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 PURCHASERS IN ACCORDANCE WITH SECTION
4.5(A)(I) ABOVE.
(V)
UPON THE CLOSING OF THE SUBSEQUENT PLACEMENT, THE PURCHASERS SHALL
ACQUIRE FROM THE COMPANY, AND THE COMPANY SHALL ISSUE TO THE PURCHASERS, THE
NUMBER OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE,
AS
18
REDUCED PURSUANT TO SECTION 4.5(A)(IV) ABOVE IF THE PURCHASERS HAVE SO ELECTED,
UPON THE TERMS AND CONDITIONS SPECIFIED IN THE OFFER.
THE SALE BY THE COMPANY
AND THE PURCHASE BY THE PURCHASERS OF ANY OFFERED SECURITIES ARE SUBJECT IN ALL
CASES TO THE PREPARATION, EXECUTION AND DELIVERY BY THE COMPANY AND THE
PURCHASERS OF MUTUALLY ACCEPTABLE DOCUMENTATION NO LATER THAN 5 TRADING DAYS
AFTER THE EXPIRATION OF THE ACCEPTANCE PERIOD.
IF MUTUALLY ACCEPTABLE
DOCUMENTATION IS NOT PREPARED, EXECUTED AND DELIVERED WITHIN SUCH PERIOD, THE
OFFERED SECURITIES WILL BE DEEMED REFUSED SECURITIES AND THE COMPANY SHALL BE
ENTITLED TO PROCEED WITH THEIR SALE PURSUANT TO