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2(d) shall take place as contemplated by Section 4. 2(c) except that the Closing Date shall not be earlier than the 10th day nor later than the 15th day following the last day upon which a Non-Defaulting Offeree could have agreed to purchase the Securities which were to have been purchased by the Defaulting Purchaser. (e) In the event that the Offerees in the aggregate elect not to. purchase, or are deemed by reason of the provisions of this agreement to have refused to purchase, all the Securities referred to in the Offer, the Offeror may, accept or make the Offer and proceed to sell the Securities referred to therein provided that: (i) the Offeror sells the Securities at a price and on and in accordance with the terms and conditions contained in the Offer; (ii) the transaction contemplated by the Offer closes within a period of 90 days following the last day upon which a Purchase Notice could have been given by any Offeree; (iii) the Offeror sells to the Arm's Length Party named in the Offer as the principal to whom or on whose behalf the Offer was made; and. (iv) the Arm's Length Party to whom the Offeror sells the Securities, contemporaneously with the purchase of the Securities, covenants and agrees with all the Shareholders and the other parties to this agreement to be bound by the terms and conditions of this agreement as if it were an original party hereto.

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