THE PURCHASER IN ACCORDANCE
WITH SECTION 4.14(C)(I) ABOVE.
(V)
UPON THE CLOSING OF THE ISSUANCE, SALE OR
EXCHANGE OF ALL OR LESS THAN ALL OF THE REFUSED SECURITIES, THE PURCHASER SHALL
ACQUIRE FROM THE COMPANY, AND THE COMPANY SHALL ISSUE TO THE PURCHASER, THE
NUMBER OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE,
AS REDUCED PURSUANT TO SECTION 4.14(C)(IV) ABOVE IF THE PURCHASER HAS SO
ELECTED, UPON THE TERMS AND CONDITIONS SPECIFIED IN THE OFFER. THE PURCHASE BY
THE PURCHASER OF ANY OFFERED SECURITIES IS SUBJECT IN ALL CASES TO THE
PREPARATION, EXECUTION AND DELIVERY BY THE COMPANY AND THE PURCHASER OF A
PURCHASE AGREEMENT RELATING TO SUCH OFFERED SECURITIES REASONABLY SATISFACTORY
IN FORM AND SUBSTANCE TO THE PURCHASER AND THEIR RESPECTIVE COUNSEL.
(VI)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE
PURCHASER OR OTHER PERSONS IN ACCORDANCE WITH SECTION 4.14(C)(III) ABOVE MAY NOT
BE ISSUED, SOLD OR EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE PURCHASER UNDER
THE PROCEDURES SPECIFIED IN THIS AGREEMENT.
(VII)
THE COMPANY AND THE PURCHASER AGREE THAT IF ANY
PURCHASER ELECTS TO PARTICIPATE IN THE OFFER, (X) NEITHER THE SUBSEQUENT
PLACEMENT AGREEMENT WITH
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RESPECT TO SUCH OFFER NOR ANY OTHER TRANSACTION DOCUMENTS RELATED THERETO
(COLLECTIVELY, THE "SUBSEQUENT PLACEMENT DOCUMENTS") SHALL INCLUDE ANY TERM OR
PROVISIONS WHEREBY ANY PURCHASER SHALL BE REQUIRED TO AGREE TO ANY RESTRICTIONS
IN TRADING AS TO ANY SECURITIES OF THE COMPANY OWNED BY THE PURCHASER 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.
(VIII)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 4.14 AND UNLESS OTHERWISE AGREED TO BY THE PURCHASER, THE COMPANY SHALL
EITHER CONFIRM IN WRITING TO THE PURCHASER 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 PURCHASER WILL NOT BE IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION,
BY THE THIRTY-FIFTH (35TH) CALENDAR DAY FOLLOWING DELIVERY OF THE OFFER NOTICE.
IF BY THE THIRTY-FIFTH (35TH) CALENDAR DAY 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 PURCHASER, SUCH TRANSACTION SHALL BE DEEMED
TO HAVE BEEN ABANDONED AND THE PURCHASER 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 PURCHASER WITH ANOTHER OFFER NOTICE
AND EACH PURCHASER WILL AGAIN HAVE THE RIGHT OF PARTICIPATION SET FORTH IN THIS
SECTION 4.14(C).
(D)
THE RESTRICTIONS CONTAINED IN SUBSECTIONS
(B) AND (C) OF THIS SECTION 4.14 SHALL NOT APPLY IN CONNECTION WITH THE ISSUANCE
OF ANY EXCLUDED SECURITIES (AS DEFINED IN THE INDENTURE) OR IN