CAPITAL STOCK ENTITLED TO RECEIVE A
DIVIDEND OR OTHER DISTRIBUTION (INCLUDING A STOCK SPLIT OR SUBDIVISION) PAYABLE
IN SECURITIES OF THE COMPANY, THEN AND IN SUCH EVENT PROVISIONS SHALL BE MADE SO
THAT THE HOLDER SHALL RECEIVE, UPON CONVERSION OF THIS NOTE, IN ADDITION TO THE
NUMBER OF SHARES OF COMMON STOCK RECEIVABLE THEREUPON, THE AMOUNT OF SECURITIES
OF THE COMPANY THAT THE HOLDER WOULD HAVE RECEIVED HAD THIS NOTE BEEN CONVERTED
INTO COMMON STOCK ON THE DATE OF SUCH EVENT AND HAD THE HOLDER THEREAFTER,
DURING THE PERIOD FROM THE DATE OF SUCH EVENT TO AND INCLUDING THE CONVERSION
DATE, RETAINED SUCH SECURITIES RECEIVABLE BY THE HOLDER AS AFORESAID DURING SUCH
PERIOD, GIVING APPLICATION TO ALL ADJUSTMENTS CALLED FOR DURING SUCH PERIOD
UNDER THIS NOTE WITH RESPECT TO THE RIGHTS OF THE HOLDER UNDER THE NOTE.
(B)
ADJUSTMENT FOR RECLASSIFICATIONS, EXCHANGES,
OR SUBSTITUTIONS.
IF THE COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE
SHALL BE CHANGED INTO THE SAME OR DIFFERENT NUMBER OF SHARES OF ANY CLASS OR
CLASSES OF CAPITAL STOCK, WHETHER BY CAPITAL REORGANIZATION, RECLASSIFICATION,
OR OTHERWISE (OTHER THAN A SUBDIVISION OR COMBINATION OF SHARES OR STOCK
DIVIDEND, OR A REORGANIZATION, MERGER, CONSOLIDATION, OR SALE OF ASSETS PROVIDED
FOR ELSEWHERE), THEN AND IN EACH SUCH EVENT THE HOLDER SHALL HAVE THE RIGHT
THEREAFTER TO CONVERT THIS NOTE INTO THE KIND AND AMOUNT OF SHARES OF CAPITAL
STOCK AND OTHER SECURITIES AND PROPERTY RECEIVABLE UPON SUCH REORGANIZATION,
RECLASSIFICATION, OR OTHER CHANGE, BY HOLDERS OF THE NUMBER OF SHARES OF COMMON
STOCK INTO WHICH THIS NOTE MIGHT HAVE BEEN CONVERTED IMMEDIATELY PRIOR TO SUCH
REORGANIZATION, RECLASSIFICATION OR CHANGE, ALL SUBJECT TO FURTHER ADJUSTMENT AS
PROVIDED HEREIN.
(C)
REORGANIZATION; MERGERS; CONSOLIDATIONS;
SALES OF ASSETS.
IF AT ANY TIME OR FROM TIME TO TIME THERE SHALL BE A CAPITAL
REORGANIZATION OF THE COMMON STOCK ISSUABLE ON CONVERSION OF THIS NOTE (OTHER
THAN A SUBDIVISION, COMBINATION, RECLASSIFICATION, OR EXCHANGE OF SHARES
PROVIDED FOR ELSEWHERE) OR A MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO
ANOTHER CORPORATION, OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S
PROPERTIES AND ASSETS TO ANY OTHER ENTITY, THEN, AS A PART OF SUCH
REORGANIZATION, MERGER, CONSOLIDATION, OR SALE, PROVISION SHALL BE MADE SO THAT
THE HOLDER SHALL THEREAFTER BE ENTITLED TO RECEIVE UPON CONVERSION OF THIS NOTE,
THE NUMBER OF SHARES OF CAPITAL STOCK OR OTHER SECURITIES OR PROPERTY OF THE
COMPANY, OR OF THE SUCCESSOR CORPORATION RESULTING FROM SUCH MERGER OR
CONSOLIDATION OR SALE, TO WHICH A HOLDER OF COMMON STOCK DELIVERABLE UPON
CONVERSION WOULD HAVE BEEN ENTITLED ON SUCH CAPITAL REORGANIZATION, MERGER,
CONSOLIDATION, OR SALE. IN ANY SUCH CASE, APPROPRIATE ADJUSTMENT SHALL BE MADE
IN THE APPLICATION OF THE PROVISIONS OF THIS NOTE WITH RESPECT TO THE RIGHTS OF
THE HOLDER AFTER THE REORGANIZATION, MERGER, CONSOLIDATION, OR SALE TO THE END
THAT THE PROVISIONS OF THIS NOTE SHALL BE APPLICABLE AFTER THE EVENT AS NEARLY
EQUIVALENT AS MAY BE PRACTICABLE.
(D)
ADJUSTMENT FOR STOCK SPLITS AND
COMBINATIONS.
IF THE COMPANY AT