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Upon # the closing of the issuance, sale or exchange of all or less than all the Refused Securities or # such other date agreed to by the Company and Investors who have subscribed for over 66.67% of the Offered Securities subscribed for by the Investors, the Investors shall acquire from the Company, and the Company shall issue to the Investors, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to [Section 3.1(e)] hereof if the Investors have so elected, upon the terms and conditions specified in the Offer. The purchase by the Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the participating Investors of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the participating Investors and the Company.

Upon #

In the closing ofevent the issuance, sale or exchange of all orCompany shall propose to sell less than all of the Refused SecuritiesSecurities, then each Investor may, at its sole option and in its sole discretion, reduce the number or # such other date agreed to by the Company and Investors who have subscribed for over 66.67%amount of the Offered Securities subscribed forspecified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Investor elected to purchase pursuant to [Section 3.1(c)] hereof, multiplied by a fraction # the Investors,numerator of which shall be the Investors shall acquire from the Company, andnumber or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Investors pursuant to [Section 3.1(c)] hereof prior to such reduction) and # the denominator of which shall issuebe the amount of all Offered Securities. In the event that an Investor so elects to the Investors,reduce the number or amount of Offered Securities specified in the Noticesits Notice of Acceptance, asthe Company may not issue, sell or exchange more than the reduced pursuantnumber or amount of the Offered Securities unless and until such securities have again been offered to the Investors in accordance with [Section 3.1(e)b)] hereof if the Investors have so elected, upon the terms and conditions specified in the Offer. The purchase by the Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the participating Investors of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the participating Investors and the Company.hereof.

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