(B) THE EFFECTIVE PRICE APPLICABLE TO SUCH COMMON STOCK SHALL
EQUAL THE MINIMUM DOLLAR VALUE OF CONSIDERATION PAYABLE TO THE COMPANY TO
15
PURCHASE SUCH COMMON STOCK EQUIVALENTS AND TO CONVERT, EXERCISE OR EXCHANGE THEM
INTO COMMON STOCK (PRIOR TO DEDUCTING ANY FEES, COMMISSIONS AND OTHER EXPENSES
RELATED THERETO), DIVIDED BY THE DEEMED NUMBER, AND (C) THE ACTUAL ISSUANCE OF
COMMON STOCK UPON CONVERSION, EXERCISE OR EXCHANGE OF SUCH COMMON STOCK
EQUIVALENTS SHALL NOT BE SUBJECT AGAIN TO THIS SECTION 10(D)(I).
(II)
IF, AT ANY TIME WHILE THIS NOTE IS OUTSTANDING, THE COMPANY OR
ANY SUBSIDIARY ISSUES COMMON STOCK EQUIVALENTS WITH AN EFFECTIVE PRICE OR A
NUMBER OF UNDERLYING SHARES THAT FLOATS OR RESETS OR OTHERWISE VARIES OR IS
SUBJECT TO ADJUSTMENT BASED (DIRECTLY OR INDIRECTLY) ON MARKET PRICES OF THE
COMMON STOCK (A "FLOATING PRICE SECURITY"), THEN FOR PURPOSES OF APPLYING THE
PRECEDING PARAGRAPH, WHETHER SECTION 10(D)(I) HAS BEEN VIOLATED WILL BE
DETERMINED SEPARATELY EACH TIME SUCH ADJUSTMENT OCCURS.
(III)
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE PERMITTED TO
ISSUE EXCLUDED STOCK.
(E)
CALCULATIONS.
ALL CALCULATIONS UNDER
THIS SECTION 10 SHALL BE MADE TO THE NEAREST CENT OR THE NEAREST 1/100TH OF A
SHARE, AS APPLICABLE.
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT ANY
GIVEN TIME SHALL NOT INCLUDE SHARES OWNED OR HELD BY OR FOR THE ACCOUNT OF THE
COMPANY, AND THE DISPOSITION OF ANY SUCH SHARES SHALL BE CONSIDERED AN ISSUE OR
SALE OF COMMON STOCK.
(F)
NOTICE OF ADJUSTMENTS.
UPON THE
OCCURRENCE OF EACH ADJUSTMENT PURSUANT TO THIS SECTION 10, THE COMPANY AT ITS
EXPENSE WILL PROMPTLY COMPUTE SUCH ADJUSTMENT IN ACCORDANCE WITH THE TERMS
HEREOF AND PREPARE AND DELIVER TO THE HOLDER A CERTIFICATE DESCRIBING IN
REASONABLE DETAIL SUCH ADJUSTMENT AND THE TRANSACTIONS GIVING RISE THERETO,
INCLUDING ALL FACTS UPON WHICH SUCH ADJUSTMENT IS BASED.
(G)
NOTICE OF CORPORATE EVENTS.
IF THE
COMPANY (I) DECLARES A DIVIDEND OR ANY OTHER DISTRIBUTION OF CASH, SECURITIES OR
OTHER PROPERTY IN RESPECT OF ITS COMMON STOCK, INCLUDING WITHOUT LIMITATION ANY
GRANTING OF RIGHTS OR WARRANTS TO SUBSCRIBE FOR OR PURCHASE ANY CAPITAL STOCK OF
THE COMPANY OR ANY SUBSIDIARY, (II) AUTHORIZES OR APPROVES, ENTERS INTO ANY
AGREEMENT CONTEMPLATING OR SOLICITS STOCKHOLDER APPROVAL FOR ANY FUNDAMENTAL
CHANGE OR (III) AUTHORIZES THE VOLUNTARY DISSOLUTION, LIQUIDATION OR WINDING UP
OF THE AFFAIRS OF THE COMPANY, THEN THE COMPANY SHALL DELIVER TO THE HOLDER A
NOTICE DESCRIBING THE MATERIAL TERMS AND CONDITIONS OF SUCH TRANSACTION, AT
LEAST 20 CALENDAR DAYS PRIOR TO THE APPLICABLE RECORD OR EFFECTIVE DATE ON WHICH
A PERSON WOULD NEED TO HOLD COMMON STOCK IN ORDER TO PARTICIPATE IN OR VOTE WITH
RESPECT TO SUCH TRANSACTION, AND THE COMPANY WILL TAKE ALL STEPS REASONABLY
NECESSARY IN ORDER TO INSURE THAT THE HOLDER IS GIVEN THE PRACTICAL OPPORTUNITY
TO CONVERT THIS NOTE PRIOR TO SUCH TIME SO AS TO PARTICIPATE IN OR VOTE WITH
RESPECT TO SUCH TRANSACTION; PROVIDED, HOWEVER, THAT THE FAILURE TO DELIVER SUCH
NOTICE OR ANY DEFECT THEREIN SHALL NOT AFFECT THE VALIDITY