AND CONDITIONS OF THE OFFER PRIOR TO THE EXPIRATION OF THE OFFER
PERIOD, THE COMPANY MAY DELIVER TO THE BUYERS A NEW OFFER NOTICE AND THE OFFER
PERIOD SHALL EXPIRE ON THE THIRD (3RD) BUSINESS DAY AFTER SUCH BUYER'S RECEIPT
OF SUCH NEW OFFER NOTICE.
(3)
THE COMPANY SHALL HAVE FIFTEEN (15) 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
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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(N)(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(N)(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(N)(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(N)(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(N)(III)(3) ABOVE IF THE BUYERS HAVE SO ELECTED, UPON THE TERMS AND
CONDITIONS SPECIFIED