Common use of Second Offering Clause in Contracts

Second Offering. The parties hereby agree that in the event the Company elects to conduct another Offering for the sole purpose of repaying all or a portion of the amounts outstanding under the Loan Agreements (the "Second Offering") (and the Company hereby agrees that it shall conduct such Second Offering if required to do so under the Loan Agreements), the Standby Purchasers shall purchase such number of Common Shares offered for sale in the Second Offering as described in paragraph 3.1 below (the "Second Standby Purchase Commitment"). The Company agrees that it shall provide the Standby Purchasers with five trading days' advance notice of the record date for the distribution of the rights in the Second Offering. The Second Standby Purchase Commitment shall be subject to the condition that the subscription price per Common Share (the "Second Subscription Price") of the Common Shares offered for sale in the Second Offering shall equal the Average Market Value of the Common Shares immediately preceding the date the Second Offering is commenced, less a discount equal to 15% of such Average Market Value (it being understood that the calculation made pursuant to this sentence shall be rounded to the nearest one-sixteenth of $1.00); provided, however, that such Second Subscription Price shall in no event exceed $4.00 (subject to appropriate adjustment for stock splits and stock dividends as shall be reasonably determined by the parties hereto); and provided further, however, that the pricing mechanism described above shall be announced publicly at least ten trading days in advance of the date the Second Offering is commenced. For purposes of this paragraph 3, the Second Offering will be deemed to commence on the date the rights relating thereto are distributed. In no event shall the Second Offering be commenced sooner than 20 trading days after the consummation of the First Offering.