TO THE PUBLIC PRIOR TO OR IN
CONJUNCTION WITH SUCH NOTICE BEING PROVIDED TO THE HOLDER.
THE COMPANY WILL
ALSO GIVE WRITTEN NOTICE TO THE HOLDER AT LEAST TEN (10) BUSINESS DAYS PRIOR TO
THE DATE ON WHICH ANY ORGANIC CHANGE, DISSOLUTION OR LIQUIDATION WILL TAKE
PLACE, PROVIDED THAT SUCH INFORMATION SHALL BE MADE KNOWN TO THE PUBLIC PRIOR TO
OR IN CONJUNCTION WITH SUCH NOTICE BEING PROVIDED TO THE HOLDER.
15.
VOTE TO CHANGE THE TERMS OF THE NOTES.
THE WRITTEN CONSENT OF THE
COMPANY AND THE HOLDERS REPRESENTING AT LEAST A MAJORITY OF THE PRINCIPAL AMOUNT
THEN OUTSTANDING UNDER ALL OF THE NOTES SHALL BE REQUIRED FOR ANY CHANGE IN THE
NOTES (INCLUDING THIS NOTE) AND UPON RECEIPT OF SUCH CONSENT, EACH NOTE SHALL BE
DEEMED AMENDED THEREBY.
16.
LOST OR STOLEN NOTES.
UPON RECEIPT BY THE COMPANY OF EVIDENCE
REASONABLY SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF THIS NOTE AND, IN THE CASE OF LOSS, THEFT OR DESTRUCTION, OF AN
INDEMNIFICATION UNDERTAKING BY THE HOLDER TO THE COMPANY IN CUSTOMARY FORM AND
REASONABLY SATISFACTORY TO THE COMPANY AND, IN THE CASE OF MUTILATION, UPON
SURRENDER AND CANCELLATION OF THIS NOTE, THE COMPANY SHALL EXECUTE AND DELIVER A
NEW NOTE OF LIKE TENOR AND DATE; PROVIDED, HOWEVER, THE COMPANY SHALL NOT BE
OBLIGATED TO RE-ISSUE A NOTE IF THE HOLDER CONTEMPORANEOUSLY REQUESTS THE
COMPANY TO CONVERT THIS NOTE IN ITS ENTIRETY INTO SHARES AS PERMITTED HEREUNDER.
17.
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF.
THE REMEDIES PROVIDED IN THIS NOTE SHALL BE CUMULATIVE AND
IN ADDITION TO ALL OTHER REMEDIES AVAILABLE UNDER THIS NOTE, AT LAW OR IN EQUITY
(INCLUDING A DECREE OF SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), NO
REMEDY CONTAINED HEREIN SHALL BE DEEMED A WAIVER OF COMPLIANCE WITH THE
PROVISIONS GIVING RISE TO SUCH REMEDY AND NOTHING HEREIN SHALL LIMIT THE
HOLDER'S RIGHT TO PURSUE ACTUAL DAMAGES FOR ANY FAILURE BY THE COMPANY TO COMPLY
WITH THE TERMS OF THIS NOTE.
THE COMPANY COVENANTS TO THE HOLDER THAT THERE
SHALL BE NO CHARACTERIZATION CONCERNING THIS INSTRUMENT OTHER THAN AS EXPRESSLY
PROVIDED HEREIN.
AMOUNTS SET FORTH OR PROVIDED FOR HEREIN WITH RESPECT TO
PAYMENTS, CONVERSION AND THE LIKE (AND THE COMPUTATION THEREOF) SHALL BE THE
AMOUNTS TO BE RECEIVED BY THE HOLDER THEREOF AND SHALL NOT,
36
except as expressly provided herein, be subject to any other obligation of the
Company (or the performance thereof).
The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate.
The Company
therefore agrees that, in the event of any such breach or threatened breach, the
Holder shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.
18.
SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION.
NO SPECIFIC
PROVISION CONTAINED IN THIS