with the
Company for the performance of all of the Company's obligations under this Note
and the Purchase Agreement, and
(z)
if registration or qualification is required under the Exchange Act or
applicable state law for the public
resale by the Holder of shares of stock and
other securities so issuable upon exercise of this Note, such registration or
qualification shall be completed prior to such reclassification, change,
consolidation, merger, statutory exchange, combination or sale.
IF, IN THE CASE OF ANY FUNDAMENTAL CHANGE, THE ALTERNATE CONSIDERATION INCLUDES
SHARES OF STOCK, OTHER SECURITIES, OTHER PROPERTY OR ASSETS OF A PERSON OTHER
THAN THE COMPANY OR ANY SUCH SUCCESSOR OR PURCHASING PERSON, AS THE CASE MAY BE,
IN SUCH FUNDAMENTAL CHANGE, THEN SUCH WRITTEN AGREEMENT SHALL ALSO BE EXECUTED
BY SUCH OTHER PERSON AND SHALL CONTAIN SUCH ADDITIONAL PROVISIONS TO PROTECT THE
INTERESTS OF THE HOLDER AS THE BOARD OF DIRECTORS OF THE COMPANY SHALL
REASONABLY CONSIDER NECESSARY BY REASON OF THE FOREGOING.
AT THE HOLDER'S
REQUEST,
ANY SUCCESSOR TO THE COMPANY OR SURVIVING PERSON IN SUCH FUNDAMENTAL
CHANGE SHALL ISSUE TO THE HOLDER A NEW NOTE CONSISTENT WITH THE FOREGOING
PROVISIONS AND EVIDENCING THE HOLDER'S RIGHT TO CONVERT SUCH NOTE INTO ALTERNATE
CONSIDERATION. THE TERMS OF ANY AGREEMENT PURSUANT TO WHICH A FUNDAMENTAL CHANGE
IS EFFECTED SHALL INCLUDE TERMS REQUIRING ANY SUCH SUCCESSOR OR SURVIVING PERSON
TO COMPLY WITH THE PROVISIONS OF THIS SECTION 10(C) AND INSURING THAT THIS NOTE
(OR ANY SUCH REPLACEMENT SECURITY) WILL BE SIMILARLY ADJUSTED UPON ANY
SUBSEQUENT TRANSACTION ANALOGOUS TO A FUNDAMENTAL CHANGE. IF ANY FUNDAMENTAL
CHANGE CONSTITUTES OR RESULTS IN A CHANGE OF CONTROL, THEN AT THE REQUEST OF THE
HOLDER DELIVERED TO THE COMPANY IN WRITING BEFORE THE 45TH DAY AFTER SUCH
FUNDAMENTAL CHANGE, THE COMPANY (OR ANY SUCH SUCCESSOR OR SURVIVING ENTITY) WILL
PURCHASE THIS NOTE FROM THE HOLDER FOR A PURCHASE PRICE, PAYABLE IN CASH WITHIN
FIVE TRADING DAYS AFTER SUCH REQUEST (OR, IF LATER, ON THE EFFECTIVE DATE OF THE
FUNDAMENTAL TRANSACTION), EQUAL TO 115% OF THE OUTSTANDING PRINCIPAL AMOUNT,
PLUS ALL ACCRUED BUT UNPAID INTEREST THEREON THROUGH THE DATE OF PAYMENT.
(D)
SUBSEQUENT EQUITY SALES.
(I)
FOR SO LONG AS THIS NOTE IS OUTSTANDING, THE COMPANY OR ANY
SUBSIDIARY SHALL NOT ISSUE ADDITIONAL SHARES OF COMMON STOCK OR RIGHTS,
WARRANTS, OPTIONS OR OTHER SECURITIES OR DEBT CONVERTIBLE, EXERCISABLE OR
EXCHANGEABLE FOR SHARES OF COMMON STOCK OR OTHERWISE ENTITLING ANY PERSON TO
ACQUIRE SHARES OF COMMON STOCK (COLLECTIVELY, "COMMON STOCK EQUIVALENTS") AT AN
EFFECTIVE PRICE PER SHARE OF COMMON STOCK (PRIOR TO DEDUCTING FEES, COMMISSIONS
AND OTHER EXPENSES RELATED TO SUCH ISSUANCE) (THE "EFFECTIVE PRICE") LESS THAN
THE CONVERSION PRICE (AS ADJUSTED HEREUNDER TO SUCH DATE).
FOR PURPOSES OF THIS
PARAGRAPH, IN CONNECTION WITH ANY ISSUANCE OF ANY COMMON STOCK EQUIVALENTS, (A)
THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK POTENTIALLY ISSUABLE AT ANY TIME
UPON CONVERSION, EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS (THE
"DEEMED NUMBER") SHALL BE DEEMED TO BE OUTSTANDING UPON ISSUANCE OF SUCH COMMON
STOCK EQUIVALENTS,