SALE OF ALL OF SUCH HOLDER'S REGISTRABLE
SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) IN ACCORDANCE WITH
THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, AND SUCH LAPSE OR UNAVAILABILITY
CONTINUES FOR A PERIOD OF TEN (10) CONSECUTIVE DAYS OR FOR MORE THAN AN
AGGREGATE OF THIRTY (30) DAYS IN ANY 365-DAY PERIOD (OTHER THAN DAYS DURING AN
ALLOWABLE GRACE PERIOD (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT));
(II)
THE SUSPENSION FROM TRADING OR FAILURE OF THE COMMON STOCK TO BE
LISTED ON AN ELIGIBLE MARKET FOR A PERIOD OF FIVE (5) CONSECUTIVE DAYS OR FOR
MORE THAN AN AGGREGATE OF TEN (10) DAYS IN ANY 365-DAY PERIOD;
(III)
THE COMPANY'S (A) FAILURE TO CURE A CONVERSION FAILURE BY
DELIVERY OF THE REQUIRED NUMBER OF SHARES OF COMMON STOCK WITHIN TEN (10)
BUSINESS 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);
7
(IV)
AT ANY TIME FOLLOWING THE TENTH (10TH) CONSECUTIVE BUSINESS DAY
THAT THE HOLDER'S AUTHORIZED SHARE ALLOCATION IS LESS THAN THE NUMBER OF SHARES
OF COMMON STOCK THAT THE HOLDER WOULD BE ENTITLED TO RECEIVE UPON A CONVERSION
OF THE FULL CONVERSION AMOUNT OF THIS NOTE (WITHOUT REGARD TO ANY LIMITATIONS ON
CONVERSION SET FORTH IN SECTION 3(D) OR OTHERWISE);
(V)
(A) THE COMPANY'S FAILURE TO PAY TO THE HOLDER ANY AMOUNT OF
PRINCIPAL WHEN AND AS DUE UNDER THIS NOTE (INCLUDING, WITHOUT LIMITATION, THE
COMPANY'S FAILURE TO PAY ANY REDEMPTION PAYMENTS) OR (B) THE COMPANY'S FAILURE
TO PAY TO THE HOLDER ANY OTHER AMOUNTS WHEN DUE AND AS DUE UNDER ANY 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, IF SUCH FAILURE CONTINUES FOR A PERIOD OF AT LEAST FIVE (5) BUSINESS
DAYS;
(VI)
(A) ANY PAYMENT DEFAULT OR OTHER DEFAULT OCCURS UNDER ANY
INDEBTEDNESS (AS DEFINED IN SECTION 3(S) OF THE SECURITIES PURCHASE AGREEMENT)
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS DEFINED IN SECTION 3(A) OF THE
SECURITIES PURCHASE AGREEMENT) (OTHER THAN THE SENIOR CREDIT FACILITY) THAT
RESULTS IN A REDEMPTION OF OR ACCELERATION PRIOR TO MATURITY OF $250,000 OR MORE
OF SUCH INDEBTEDNESS IN THE AGGREGATE, (B) ANY MATERIAL DEFAULT OCCURS UNDER ANY
INDEBTEDNESS OF THE COMPANY (OTHER THAN THE SENIOR CREDIT FACILITY) OR ANY OF
ITS SUBSIDIARIES HAVING AN AGGREGATE OUTSTANDING BALANCE IN EXCESS OF $250,000
AND SUCH DEFAULT CONTINUES UNCURED FOR MORE THAN TEN (10) BUSINESS DAYS, OTHER
THAN, IN EACH CASE (A) OR (B) ABOVE, A DEFAULT WITH RESPECT TO ANY OTHER NOTES,
OR (C) ANY "EVENT OF DEFAULT" OCCURS UNDER