TO THE HOLDER OF THIS DEBENTURE, NOT LESS
THAN TEN (10) DAYS AND NOT MORE THAN SIXTY (60) DAYS PRIOR TO THE DATE ON WHICH
THE BOOKS OF THE COMPANY SHALL CLOSE, THE RECORD DATE SPECIFIED THEREIN OR THE
EFFECTIVE DATE THEREOF AS THE CASE MAY BE, A NOTICE SPECIFYING (A) THE MATERIAL
TERMS AND CONDITIONS OF THE PROPOSED ACTION, (B) THE DATE ON WHICH ANY SUCH
RECORD IS TO BE TAKEN FOR THE PURPOSE OF SUCH DIVIDEND OR DISTRIBUTION AND A
DESCRIPTION OF SUCH DIVIDEND OR DISTRIBUTION, (C) THE DATE ON WHICH ANY SUCH
CHANGE IN CONTROL, DISSOLUTION, LIQUIDATION OR WINDING UP IS EXPECTED TO BECOME
EFFECTIVE, AND (D) THE TIME, IF ANY, THAT IS TO BE FIXED, AS TO WHEN THE HOLDERS
OF RECORD OF COMMON STOCK (OR OTHER SECURITIES) SHALL BE ENTITLED TO EXCHANGE
THEIR SHARES OF COMMON STOCK (OR OTHER SECURITIES) SHALL BE ENTITLED TO EXCHANGE
THEIR SHARES OF COMMON STOCK (OR OTHER SECURITIES) FOR SECURITIES OR OTHER
PROPERTY DELIVERABLE UPON SUCH CHANGE OF CONTROL, DISSOLUTION, LIQUIDATION OR
WINDING UP.
(X)
NOTICES.
ANY NOTICE REQUIRED BY THE PROVISIONS OF THIS SECTION 2.4
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN UPON DELIVERY IF DELIVERED
PERSONALLY OR BY A RECOGNIZED COMMERCIAL COURIER WITH RECEIPT ACKNOWLEDGED, OR
UPON THE EXPIRATION OF SEVENTY-TWO (72) HOURS AFTER THE SAME HAS BEEN DEPOSITED
IN THE UNITED STATES MAIL, BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AND ADDRESSED TO THE HOLDER AT ITS ADDRESS APPEARING
ON THE BOOKS OF THE COMPANY.
(XI)
CLOSING OF BOOKS.
THE COMPANY WILL AT NO TIME CLOSE ITS TRANSFER
BOOKS AGAINST THE TRANSFER OF ANY SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON
THE CONVERSION OF THIS DEBENTURE IN ANY MANNER WHICH INTERFERES WITH THE TIMELY
CONVERSION OF THIS DEBENTURE INTO SHARES OF COMMON STOCK.
15
3. EVENTS OF DEFAULT
(A)
DEFAULT.
IF ONE OR MORE OF THE FOLLOWING DESCRIBED EVENTS (EACH OF
WHICH BEING AN "EVENT OF DEFAULT" HEREUNDER) SHALL OCCUR AND SHALL BE
CONTINUING:
(I)
THE COMPANY SHALL DEFAULT IN THE PAYMENT OF ANY PRINCIPAL ON THIS
NOTE WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE.
(II)
THE COMPANY SHALL DEFAULT IN THE PAYMENT OF INTEREST ON THIS NOTE
WITHIN FIVE (5) BUSINESS DAYS OF WRITTEN NOTICE TO THE COMPANY THAT SUCH AMOUNT
IS DUE AND PAYABLE.
(III)
ANY OF THE REPRESENTATIONS, COVENANTS, OR WARRANTIES MADE BY THE
COMPANY HEREIN SHALL HAVE BEEN INCORRECT WHEN MADE IN ANY MATERIAL RESPECT; OR
(IV)
THE COMPANY SHALL BREACH, FAIL TO PERFORM, OR FAIL TO OBSERVE IN ANY
MATERIAL RESPECT ANY MATERIAL COVENANT, TERM, PROVISION, CONDITION, AGREEMENT OR
OBLIGATION OF THE COMPANY UNDER THIS DEBENTURE, AND SUCH BREACH OR FAILURE TO
PERFORM SHALL NOT BE CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE TO THE
COMPANY; OR
(V)
BANKRUPTCY, REORGANIZATION, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR
OTHER PROCEEDINGS FOR RELIEF UNDER ANY BANKRUPTCY LAW OR ANY LAW FOR THE RELIEF
OF DEBTORS SHALL BE INSTITUTED BY OR AGAINST THE COMPANY AND, IF