HAVING A TOTAL PURCHASE PRICE OF $11,000 TO COVER A BUY-IN WITH RESPECT TO
AN ATTEMPTED CONVERSION OF SHARES OF COMMON STOCK WITH AN AGGREGATE SALE PRICE
GIVING RISE TO SUCH PURCHASE OBLIGATION OF $10,000, UNDER CLAUSE (1) OF THE
IMMEDIATELY PRECEDING SENTENCE THE COMPANY SHALL BE REQUIRED TO PAY TO THE
HOLDER $1,000. THE HOLDER SHALL PROVIDE THE COMPANY WRITTEN NOTICE INDICATING
THE AMOUNTS PAYABLE TO THE HOLDER IN RESPECT OF THE BUY-IN, TOGETHER WITH
8
APPLICABLE CONFIRMATIONS AND OTHER EVIDENCE REASONABLY REQUESTED BY THE
COMPANY.
NOTHING HEREIN SHALL LIMIT A HOLDER'S RIGHT TO PURSUE ANY OTHER
REMEDIES AVAILABLE TO IT HEREUNDER, AT LAW OR IN EQUITY INCLUDING, WITHOUT
LIMITATION, A DECREE OF SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF WITH
RESPECT TO THE COMPANY'S FAILURE TO TIMELY DELIVER CERTIFICATES REPRESENTING
SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES B PREFERRED STOCK AS
REQUIRED PURSUANT TO THE TERMS HEREOF.
(C)
INTENTIONALLY OMITTED.
(D)
­CONVERSION PRICE.
(I)
THE TERM "CONVERSION PRICE" SHALL MEAN $[
], SUBJECT TO
ADJUSTMENT UNDER SECTION 5(E) HEREOF.
NOTWITHSTANDING ANY ADJUSTMENT HEREUNDER,
AT NO TIME SHALL THE CONVERSION PRICE BE GREATER THAN $[
] PER SHARE EXCEPT
IF IT IS ADJUSTED PURSUANT TO SECTION 5(E)(I).
(II)
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IF DURING ANY
PERIOD (A "BLACK-OUT PERIOD"), A HOLDER OF SERIES B PREFERRED STOCK IS UNABLE TO
TRADE ANY COMMON STOCK ISSUED OR ISSUABLE UPON CONVERSION OF THE SERIES B
PREFERRED STOCK IMMEDIATELY DUE TO THE POSTPONEMENT OF FILING OR DELAY OR
SUSPENSION OF EFFECTIVENESS OF THE REGISTRATION STATEMENT OR BECAUSE THE COMPANY
HAS OTHERWISE INFORMED SUCH HOLDER OF SERIES B PREFERRED STOCK THAT AN EXISTING
PROSPECTUS CANNOT BE USED AT THAT TIME IN THE SALE OR TRANSFER OF SUCH COMMON
STOCK (PROVIDED THAT SUCH POSTPONEMENT, DELAY, SUSPENSION OR FACT THAT THE
PROSPECTUS CANNOT BE USED IS NOT DUE TO FACTORS SOLELY WITHIN THE CONTROL OF THE
HOLDER OF SERIES B PREFERRED STOCK), SUCH HOLDER OF SERIES B PREFERRED STOCK
SHALL HAVE THE OPTION BUT NOT THE OBLIGATION ON ANY CONVERSION DATE WITHIN TEN
(10) TRADING DAYS FOLLOWING THE EXPIRATION OF THE BLACK-OUT PERIOD OF USING THE
CONVERSION PRICE APPLICABLE ON SUCH CONVERSION DATE OR ANY CONVERSION PRICE
SELECTED BY SUCH HOLDER OF SERIES B PREFERRED STOCK THAT WOULD HAVE BEEN
APPLICABLE HAD SUCH CONVERSION DATE BEEN AT ANY EARLIER TIME DURING THE
BLACK-OUT PERIOD OR WITHIN THE TEN (10) TRADING DAYS THEREAFTER.
(E)
­ADJUSTMENTS OF CONVERSION PRICE.
(I)
­ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS.
IF THE COMPANY
SHALL AT ANY TIME OR FROM TIME TO TIME AFTER THE ORIGINAL ISSUE DATE, EFFECT A
STOCK SPLIT OF THE OUTSTANDING COMMON STOCK, THE CONVERSION PRICE SHALL BE
PROPORTIONATELY DECREASED.
IF THE COMPANY SHALL AT ANY TIME OR FROM TIME TO
TIME AFTER THE ORIGINAL ISSUE DATE, COMBINE THE OUTSTANDING SHARES OF COMMON
STOCK, THE CONVERSION PRICE SHALL BE PROPORTIONATELY INCREASED.
ANY ADJUSTMENTS
UNDER THIS SECTION 5(E)(I) SHALL BE EFFECTIVE AT THE CLOSE OF BUSINESS ON THE
DATE THE STOCK SPLIT OR COMBINATION BECOMES EFFECTIVE.
(II)