WRITTEN AGREEMENTS IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE REQUIRED HOLDERS AND APPROVED BY THE REQUIRED HOLDERS PRIOR
TO SUCH FUNDAMENTAL TRANSACTION, INCLUDING AGREEMENTS TO DELIVER TO EACH HOLDER
OF NOTES IN EXCHANGE FOR SUCH NOTES A SECURITY OF THE SUCCESSOR ENTITY EVIDENCED
BY A WRITTEN INSTRUMENT SUBSTANTIALLY SIMILAR IN FORM AND SUBSTANCE TO THE
NOTES, INCLUDING, WITHOUT LIMITATION, HAVING A PRINCIPAL AMOUNT AND INTEREST
RATE EQUAL TO THE PRINCIPAL AMOUNTS AND THE INTEREST RATES OF THE NOTES THEN
OUTSTANDING HELD BY SUCH HOLDER, HAVING SIMILAR CONVERSION RIGHTS AND HAVING
SIMILAR RANKING TO THE NOTES, AND SATISFACTORY TO THE REQUIRED HOLDERS.
UPON
THE OCCURRENCE OF ANY FUNDAMENTAL TRANSACTION, THE SUCCESSOR ENTITY SHALL
SUCCEED TO, AND BE SUBSTITUTED FOR (SO THAT FROM AND AFTER THE DATE OF SUCH
FUNDAMENTAL TRANSACTION, THE PROVISIONS OF THIS NOTE REFERRING TO THE "COMPANY"
SHALL REFER INSTEAD TO THE SUCCESSOR ENTITY), AND MAY EXERCISE EVERY RIGHT AND
POWER OF THE COMPANY AND SHALL ASSUME ALL OF THE OBLIGATIONS OF THE COMPANY
UNDER THIS NOTE WITH THE SAME EFFECT AS IF SUCH SUCCESSOR ENTITY HAD BEEN NAMED
AS THE COMPANY HEREIN.
UPON
11
CONSUMMATION OF THE FUNDAMENTAL TRANSACTION, THE SUCCESSOR ENTITY SHALL DELIVER
TO THE HOLDER CONFIRMATION THAT THERE SHALL BE ISSUED UPON CONVERSION OR
REDEMPTION OF THIS NOTE AT ANY TIME AFTER THE CONSUMMATION OF THE FUNDAMENTAL
TRANSACTION, IN LIEU OF THE SHARES OF THE COMPANY'S COMMON STOCK (OR OTHER
SECURITIES, CASH, ASSETS OR OTHER PROPERTY) ISSUABLE UPON THE CONVERSION OR
REDEMPTION OF THE NOTES PRIOR TO SUCH FUNDAMENTAL TRANSACTION, SUCH SHARES OF
THE PUBLICLY TRADED COMMON STOCK (OR THEIR EQUIVALENT) OF THE SUCCESSOR ENTITY
(INCLUDING ITS PARENT ENTITY), AS ADJUSTED IN ACCORDANCE WITH THE PROVISIONS OF
THIS NOTE.
THE PROVISIONS OF THIS SECTION SHALL APPLY SIMILARLY AND EQUALLY TO
SUCCESSIVE FUNDAMENTAL TRANSACTIONS AND SHALL BE APPLIED WITHOUT REGARD TO ANY
LIMITATIONS ON THE CONVERSION OR REDEMPTION OF THIS NOTE.
(B)
REDEMPTION RIGHT.
NO SOONER THAN FIFTEEN
(15) DAYS NOR LATER THAN TEN (10) DAYS PRIOR TO THE CONSUMMATION OF A CHANGE OF
CONTROL (THE DATE OF CONSUMMATION, THE "CHANGE OF CONTROL EFFECTIVE DATE"), BUT
NOT PRIOR TO THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE OF CONTROL, THE COMPANY
SHALL DELIVER WRITTEN NOTICE THEREOF VIA FACSIMILE AND OVERNIGHT COURIER TO THE
HOLDER (A "CHANGE OF CONTROL NOTICE").
AT ANY TIME AND FROM TIME TO TIME DURING
THE PERIOD BEGINNING AFTER THE HOLDER'S RECEIPT OF A CHANGE OF CONTROL NOTICE
AND ENDING TWENTY (20) TRADING DAYS AFTER THE CHANGE OF CONTROL EFFECTIVE DATE,
THE HOLDER MAY REQUIRE THE COMPANY TO REDEEM ALL OR ANY PORTION OF THIS NOTE BY
DELIVERING WRITTEN NOTICE THEREOF ("CHANGE OF CONTROL REDEMPTION NOTICE") TO THE
COMPANY, WHICH CHANGE OF CONTROL REDEMPTION NOTICE SHALL INDICATE THE CONVERSION
AMOUNT THE HOLDER IS ELECTING TO REQUIRE THE COMPANY TO REDEEM.
THE PORTION OF
THIS NOTE SUBJECT TO REDEMPTION PURSUANT TO THIS SECTION 5(B) SHALL BE REDEEMED
BY THE COMPANY IN CASH AT A PRICE (THE "CHANGE OF CONTROL REDEMPTION PRICE")
EQUAL TO THE GREATER