CASE OF LOSS,
THEFT OR DESTRUCTION, OF ANY INDEMNIFICATION UNDERTAKING BY THE HOLDER TO THE
COMPANY IN CUSTOMARY FORM AND, IN THE CASE OF MUTILATION, UPON SURRENDER AND
CANCELLATION OF THIS NOTE, THE COMPANY SHALL EXECUTE AND DELIVER TO THE HOLDER A
NEW NOTE (IN ACCORDANCE WITH SECTION 13(D)) REPRESENTING THE OUTSTANDING
PRINCIPAL.
(C)
NOTE EXCHANGEABLE FOR DIFFERENT
DENOMINATIONS.
THIS NOTE IS EXCHANGEABLE, UPON THE SURRENDER HEREOF BY THE
HOLDER AT THE PRINCIPAL OFFICE OF THE COMPANY, FOR A NEW NOTE OR NOTES (IN
ACCORDANCE WITH SECTION 13(D) AND IN PRINCIPAL AMOUNTS OF AT LEAST $500,000)
REPRESENTING IN THE AGGREGATE THE OUTSTANDING PRINCIPAL OF THIS NOTE, AND EACH
SUCH NEW NOTE WILL REPRESENT SUCH PORTION OF SUCH OUTSTANDING PRINCIPAL AS IS
DESIGNATED BY THE HOLDER AT THE TIME OF SUCH SURRENDER.
(D)
ISSUANCE OF NEW NOTES.
IF THE COMPANY IS
REQUIRED TO ISSUE A NEW NOTE PURSUANT TO THE TERMS OF THIS NOTE, SUCH NEW NOTE
(I) SHALL BE OF LIKE TENOR WITH THIS NOTE, (II) SHALL REPRESENT, AS INDICATED ON
THE FACE OF SUCH NEW NOTE, THE PRINCIPAL REMAINING OUTSTANDING (OR IN THE CASE
OF A NEW NOTE BEING ISSUED PURSUANT TO SECTION 13(A) OR SECTION 13(C), THE
PRINCIPAL DESIGNATED BY THE HOLDER WHICH, WHEN ADDED TO THE PRINCIPAL
REPRESENTED BY THE OTHER NEW NOTES ISSUED IN CONNECTION WITH SUCH ISSUANCE, DOES
NOT EXCEED THE PRINCIPAL REMAINING OUTSTANDING UNDER THIS NOTE IMMEDIATELY PRIOR
TO SUCH ISSUANCE OF NEW NOTES), (III) SHALL HAVE AN ISSUANCE DATE, AS INDICATED
ON THE FACE OF SUCH NEW NOTE, WHICH IS THE SAME AS THE ISSUANCE DATE OF THIS
NOTE, (IV) SHALL HAVE THE SAME RIGHTS AND CONDITIONS AS THIS NOTE AND (V) SHALL
REPRESENT ACCRUED INTEREST AND LATE CHARGES (IF ANY) ON THE PRINCIPAL AND
INTEREST OF THIS NOTE, FROM THE ISSUANCE DATE.
(14)
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF.
THE REMEDIES PROVIDED IN THIS NOTE SHALL BE
CUMULATIVE AND IN ADDITION TO ALL OTHER REMEDIES AVAILABLE UNDER THIS NOTE AND
THE OTHER TRANSACTION AGREEMENTS AT LAW OR IN EQUITY (INCLUDING A DECREE OF
SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), AND NOTHING HEREIN SHALL
LIMIT THE HOLDER'S RIGHT TO PURSUE ACTUAL AND CONSEQUENTIAL DAMAGES FOR ANY
FAILURE BY THE COMPANY TO COMPLY WITH THE TERMS OF THIS NOTE.
AMOUNTS SET FORTH
OR PROVIDED FOR HEREIN WITH RESPECT TO PAYMENTS, CONVERSION 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 SEEK AN INJUNCTION RESTRAINING ANY BREACH,
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