EXCEPT PURSUANT TO (I) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144
UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT IS AVAILABLE.
(D)
ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF UNDERLYING
SHARES.
THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OF
THIS DEBENTURE SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS FOLLOWS:
(I)
ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.
IF THE COMPANY SHALL
AT ANY TIME AFTER THE ISSUANCE DATE (I) SUBDIVIDE THE OUTSTANDING COMMON STOCK,
(B) COMBINE THE OUTSTANDING COMMON STOCK INTO A SMALLER NUMBER OF SHARES, OR (C)
DECLARE A DIVIDEND OR OTHERWISE DISTRIBUTE TO ALL HOLDERS OF COMMON STOCK
(INCLUDING ANY SUCH DISTRIBUTION MADE TO THE STOCKHOLDERS OF THE COMPANY IN
CONNECTION WITH A CONSOLIDATION OR MERGER IN WHICH THE COMPANY IS THE CONTINUING
CORPORATION) EVIDENCES OF ITS INDEBTEDNESS, CASH, OR ASSETS (INCLUDING
DISTRIBUTIONS AND DIVIDENDS PAYABLE IN SHARES OF COMMON STOCK), OR RIGHTS,
OPTIONS, OR WARRANTS TO SUBSCRIBE FOR OR PURCHASE COMMON STOCK, OR SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF COMMON STOCK, THEN, IN EACH CASE,
THE NUMBER OF NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OF
THIS DEBENTURE SHALL BE PROPORTIONATELY ADJUSTED SO THAT THE HOLDER AFTER SUCH
TIME SHALL BE ENTITLED TO RECEIVE THE AGGREGATE NUMBER AND KIND OF SHARES WHICH,
IF THIS DEBENTURE HAD BEEN CONVERTED IMMEDIATELY PRIOR TO SUCH TIME, THE HOLDER
WOULD HAVE OWNED UPON SUCH CONVERSION AND BEEN ENTITLED TO RECEIVE BY VIRTUE OF
SUCH DIVIDEND, SUBDIVISION, COMBINATION, OR DISTRIBUTION.
(II)
CHANGE IN CONVERSION SHARES UPON CONSOLIDATIONS AND MERGERS IN WHICH
THE COMPANY IS NOT THE SURVIVING COMPANY AND UPON CERTAIN SALES, LEASES, AND
CONVEYANCES.
IN CASE OF ANY CONSOLIDATION WITH OR MERGER OF THE COMPANY WITH OR
INTO ANOTHER CORPORATION OR OTHER ENTITY (OTHER THAN A MERGER OR CONSOLIDATION
IN WHICH THE COMPANY IS THE SURVIVING OR CONTINUING CORPORATION), OR IN CASE OF
ANY SALE, LEASE, OR CONVEYANCE TO ANOTHER CORPORATION OR ENTITY OF THE PROPERTY
AND ASSETS OF ANY NATURE OF THE COMPANY AS AN ENTIRETY OR SUBSTANTIALLY AS AN
ENTIRETY (SUCH ACTIONS BEING HEREINAFTER COLLECTIVELY REFERRED TO AS
"REORGANIZATIONS"), THERE SHALL THEREAFTER BE DELIVERABLE UPON CONVERSION OF
THIS NOTE (IN LIEU OF THE NUMBER OF SHARES OF COMMON STOCK THERETOFORE
DELIVERABLE) THE KIND AND AMOUNT OF SHARES OF STOCK OR OTHER SECURITIES OR
PROPERTY RECEIVABLE UPON SUCH REORGANIZATION BY A HOLDER OF THE NUMBER OF SHARES
OF COMMON STOCK EQUAL TO THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE
CONVERSION OF THIS DEBENTURE FOR WHICH THIS NOTE MIGHT HAVE BEEN CONVERTED
IMMEDIATELY PRIOR TO SUCH REORGANIZATION. THE COMPANY SHALL NOT EFFECT ANY SUCH
REORGANIZATION UNLESS UPON OR PRIOR TO THE CONSUMMATION THEREOF THE SUCCESSOR
CORPORATION, OR IF THE COMPANY SHALL BE THE SURVIVING CORPORATION IN