FOR SUCH
ISSUANCE; PROVIDED, THAT THE COMPANY NOTIFIES THE HOLDER IN WRITING OF THE
CONFIRMED AUTHORIZED CAPITAL (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT)
DELIVERED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT ON THE CLOSING DATE.
8
(4)
RIGHTS UPON EVENT OF DEFAULT.
(A)
EVENT OF DEFAULT.
EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE
AN "EVENT OF DEFAULT":
(I)
THE COMPANY'S (A) FAILURE TO CURE A
CONVERSION FAILURE BY DELIVERY OF THE REQUIRED NUMBER OF SHARES OF COMMON STOCK
WITHIN FIFTEEN (15) TRADING DAYS AFTER THE APPLICABLE CONVERSION DATE OR
(B) NOTICE, WRITTEN OR ORAL, TO ANY HOLDER OF THE NOTES, INCLUDING BY WAY OF
PUBLIC ANNOUNCEMENT OR THROUGH ANY OF ITS AGENTS, AT ANY TIME, OF ITS INTENTION
NOT TO COMPLY WITH A REQUEST FOR CONVERSION OF ANY NOTES INTO SHARES OF COMMON
STOCK THAT IS TENDERED IN ACCORDANCE WITH THE PROVISIONS OF THE NOTES, OTHER
THAN PURSUANT TO SECTION 3(D);
(II)
THE COMPANY'S FAILURE TO PAY TO THE HOLDER
ANY AMOUNT OF PRINCIPAL, INTEREST, LATE CHARGES OR OTHER AMOUNTS WHEN AND AS DUE
UNDER THIS NOTE (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S FAILURE TO PAY ANY
REDEMPTION AMOUNTS HEREUNDER) OR ANY OTHER TRANSACTION DOCUMENT (AS DEFINED IN
THE SECURITIES PURCHASE AGREEMENT) OR ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE
OR OTHER INSTRUMENT DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY TO WHICH THE HOLDER IS A PARTY, EXCEPT, IN THE CASE OF A
FAILURE TO PAY INTEREST AND/OR LATE CHARGES WHEN AND AS DUE, IN WHICH CASE ONLY
IF SUCH FAILURE CONTINUES FOR A PERIOD OF AT LEAST FIVE (5) BUSINESS DAYS;
(III)
ANY DEFAULT UNDER, REDEMPTION OF OR
ACCELERATION PRIOR TO MATURITY OF ANY INDEBTEDNESS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES (AS DEFINED IN SECTION 3(A) OF THE SECURITIES PURCHASE AGREEMENT)
OTHER THAN WITH RESPECT TO ANY OTHER NOTES;
(IV)
THE COMPANY OR ANY OF ITS SUBSIDIARIES,
PURSUANT TO OR WITHIN THE MEANING OF TITLE 11, U.S. CODE, OR ANY SIMILAR
FEDERAL, FOREIGN OR STATE LAW FOR THE RELIEF OF DEBTORS (COLLECTIVELY,
"BANKRUPTCY LAW"), (A) COMMENCES A VOLUNTARY CASE, (B) CONSENTS TO THE ENTRY OF
AN ORDER FOR RELIEF AGAINST IT IN AN INVOLUNTARY CASE, (C) CONSENTS TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, ASSIGNEE, LIQUIDATOR OR SIMILAR OFFICIAL (A
"CUSTODIAN"), (D) MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS OR
(E) ADMITS IN WRITING THAT IT IS GENERALLY UNABLE TO PAY ITS DEBTS AS THEY
BECOME DUE;
(V)
A COURT OF COMPETENT JURISDICTION ENTERS AN
ORDER OR DECREE UNDER ANY BANKRUPTCY LAW THAT (A) IS FOR RELIEF AGAINST THE
COMPANY OR ANY OF ITS SUBSIDIARIES IN AN INVOLUNTARY CASE, (B) APPOINTS A
CUSTODIAN OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (C) ORDERS THE
LIQUIDATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES;
(VI)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT
OF MONEY AGGREGATING IN EXCESS OF $250,000 ARE RENDERED AGAINST THE COMPANY OR
ANY OF ITS SUBSIDIARIES AND WHICH JUDGMENTS ARE NOT, WITHIN SIXTY (60) DAYS
AFTER THE ENTRY THEREOF,