BY THE SEC ON OR PRIOR TO THE DATE THAT IS SIXTY (60) DAYS AFTER THE APPLICABLE
EFFECTIVENESS DEADLINE (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), OR,
WHILE THE APPLICABLE REGISTRATION STATEMENT IS REQUIRED TO BE MAINTAINED
EFFECTIVE PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, THE
EFFECTIVENESS OF THE APPLICABLE REGISTRATION STATEMENT LAPSES FOR ANY REASON
(INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OF A STOP ORDER) OR IS UNAVAILABLE
TO ANY HOLDER OF THE NOTES FOR 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 TWENTY (20) CONSECUTIVE DAYS OR FOR MORE THAN AN
AGGREGATE OF FORTY-FIVE (45) 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 TEN (10) CONSECUTIVE TRADING DAYS
OR FOR MORE THAN AN AGGREGATE OF TWENTY (20) TRADING 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 FIFTEEN (15)
BUSINESS DAYS
7
AFTER THE APPLICABLE CONVERSION DATE OR (B) NOTICE, WRITTEN OR ORAL, TO ANY
HOLDER OR TO ALL HOLDERS 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);
(IV)
AT ANY TIME FOLLOWING THE NINETIETH (90TH) CONSECUTIVE 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)
THE COMPANY'S FAILURE TO PAY TO THE HOLDER ANY AMOUNT OF
PRINCIPAL, INTEREST, LATE CHARGES OR OTHER AMOUNTS WHEN AND AS DUE UNDER THIS
NOTE (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S FAILURE TO PAY ANY REDEMPTION
PAYMENTS OR AMOUNTS HEREUNDER) OR ANY OTHER 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, EXCEPT, IN THE CASE OF A
FAILURE TO PAY ANY COMPANY REDEMPTION AMOUNT, INTEREST AND LATE CHARGES WHEN AND
AS DUE, IN WHICH CASE ONLY IF SUCH FAILURE CONTINUES FOR A PERIOD OF AT LEAST
FIVE (5) BUSINESS DAYS;
(VI)
ANY DEFAULT UNDER, REDEMPTION OF OR ACCELERATION PRIOR TO MATURITY
OF ANY INDEBTEDNESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS DEFINED IN
SECTION 3(A) OF THE SECURITIES PURCHASE AGREEMENT) WHICH, INDIVIDUALLY OR IN THE