ALL OTHER REMEDIES AVAILABLE UNDER THIS NOTE AND ANY OF THE OTHER TRANSACTION
DOCUMENTS AT LAW OR IN EQUITY (INCLUDING A DECREE OF SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF).
AMOUNTS SET FORTH OR PROVIDED FOR
HEREIN WITH RESPECT TO PAYMENTS AND THE LIKE (AND THE COMPUTATION THEREOF) SHALL
BE THE AMOUNTS TO BE RECEIVED BY THE HOLDER AND SHALL NOT, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, BE SUBJECT TO ANY OTHER OBLIGATION OF THE COMPANY (OR THE
PERFORMANCE THEREOF).
THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF ITS
OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE HOLDER AND THAT THE
REMEDY AT LAW FOR ANY SUCH BREACH MAY BE INADEQUATE.
THE COMPANY THEREFORE
AGREES THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE HOLDER
SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN
INJUNCTION.
12.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.
IF FOLLOWING AN EVENT
OF DEFAULT (A) THIS NOTE IS PLACED IN THE HANDS OF AN ATTORNEY FOR COLLECTION OR
ENFORCEMENT OR IS COLLECTED OR ENFORCED THROUGH ANY LEGAL PROCEEDING OR THE
HOLDER OTHERWISE TAKES ACTION TO COLLECT AMOUNTS DUE UNDER THIS NOTE OR TO
ENFORCE THE PROVISIONS OF THIS NOTE OR (B) THERE OCCURS ANY BANKRUPTCY,
REORGANIZATION, RECEIVERSHIP OF THE COMPANY OR OTHER PROCEEDINGS AFFECTING
COMPANY CREDITORS' RIGHTS AND INVOLVING A CLAIM UNDER THIS NOTE, THEN THE
COMPANY SHALL PAY THE REASONABLE COSTS INCURRED BY THE HOLDER FOR SUCH
COLLECTION, ENFORCEMENT OR ACTION OR IN CONNECTION WITH SUCH BANKRUPTCY,
REORGANIZATION, RECEIVERSHIP OR OTHER PROCEEDING, INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS' FEES AND DISBURSEMENTS.
13.
CONSTRUCTION; HEADINGS.
THIS NOTE SHALL BE DEEMED TO BE JOINTLY DRAFTED BY
THE COMPANY AND ALL THE HOLDERS AND SHALL NOT BE CONSTRUED AGAINST ANY PERSON AS
THE DRAFTER HEREOF.
THE HEADINGS OF THIS NOTE ARE FOR CONVENIENCE OF REFERENCE
AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS NOTE.
14.
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR DELAY ON THE PART OF THE
HOLDER IN THE EXERCISE OF ANY POWER, RIGHT OR PRIVILEGE HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER,
RIGHT OR PRIVILEGE PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER
RIGHT, POWER OR PRIVILEGE.
15.
NOTICES.
WHENEVER NOTICE IS REQUIRED TO BE GIVEN UNDER THIS NOTE, UNLESS
OTHERWISE PROVIDED HEREIN, SUCH NOTICE SHALL BE DELIVERED IN ACCORDANCE WITH
SECTION 6.4 OF THE SECURITIES PURCHASE AGREEMENT.
THE COMPANY SHALL PROVIDE THE
HOLDER WITH PROMPT WRITTEN NOTICE OF ALL ACTIONS TAKEN PURSUANT TO THIS NOTE,
INCLUDING IN REASONABLE DETAIL A DESCRIPTION OF SUCH ACTION AND THE REASON
THEREFORE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY WILL
GIVE WRITTEN NOTICE TO THE HOLDER AT LEAST TWENTY (20) DAYS PRIOR TO THE DATE ON
WHICH THE COMPANY CLOSES ITS BOOKS OR TAKES A RECORD FOR DETERMINING RIGHTS TO
VOTE WITH RESPECT TO ANY FUNDAMENTAL TRANSACTION, DISSOLUTION OR LIQUIDATION,
PROVIDED IN EACH CASE THAT SUCH INFORMATION SHALL BE MADE KNOWN