UNDER THIS NOTE IN ORDER TO ENFORCE
OBLIGOR'S RIGHTS UNDER THIS NOTE SHALL BE EXERCISED, PERFORMED, GIVEN OR TAKEN
ONLY PURSUANT TO A RESOLUTION DULY ADOPTED BY THE BOARD. NOTWITHSTANDING THE
FOREGOING, TIME SHALL BE OF THE ESSENCE WITH REGARD TO EACH AND EVERY TERM,
CONDITION AND OBLIGATION OF THE OBLIGOR UNDER THIS NOTE.
(B)
NO DIVIDENDS. OBLIGOR SHALL NOT PAY ANY
DIVIDEND OR MAKE ANY DISTRIBUTION ON ANY SHARES OF ITS CAPITAL STOCK AT ANY TIME
DURING WHICH ANY INDEBTEDNESS UNDER THIS NOTE (INCLUDING, BUT NOT LIMITED TO,
ALL UNPAID PRINCIPAL AND ALL ACCRUED BUT UNPAID INTEREST) REMAINS UNPAID.
(C)
ISSUANCE OF COMMON STOCK; RESERVATION OF
SHARES. OBLIGOR REPRESENTS AND WARRANTS TO HOLDER THAT: (I) ALL SHARES OF COMMON
STOCK WHICH MAY BE ISSUED TO THE HOLDER HEREUNDER SHALL, UPON ISSUANCE PURSUANT
TO THE TERMS HEREOF, BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID, AND
NON-ASSESSABLE SHARES OF COMMON STOCK FREE FROM ALL TAXES, LIENS AND CHARGES
WITH RESPECT TO THE ISSUE THEREOF; AND (II) AT ALL TIMES DURING WHICH ANY
INDEBTEDNESS UNDER THIS NOTE (INCLUDING, BUT NOT LIMITED TO, ALL UNPAID
PRINCIPAL AND ALL ACCRUED BUT UNPAID INTEREST) REMAINS UNPAID, OBLIGOR SHALL
HAVE AUTHORIZED, AND SHALL HAVE RESERVED FOR ISSUANCE, A SUFFICIENT NUMBER OF
SHARES OF COMMON STOCK TO ACCOMMODATE HOLDER'S RIGHTS UNDER SECTIONS 2(B) AND 8
HEREOF.
(D)
SPECIFIC PERFORMANCE. OBLIGOR AND HOLDER
ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF ANY BREACH OF THIS NOTE, THE
NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE MADE WHOLE
SOLELY BY MONETARY DAMAGES. OBLIGOR AND HOLDER HEREBY AGREE THAT IN ADDITION TO
ANY OTHER REMEDY TO WHICH ANY PARTY MAY BE ENTITLED AT LAW OR IN EQUITY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, OBLIGOR
AND HOLDER SHALL BE ENTITLED TO OBTAIN AN INJUNCTION OR COMPEL SPECIFIC
PERFORMANCE OF THIS NOTE IN ANY ACTION INSTITUTED IN ANY COURT.
(E)
INTERPRETATION. THE HEADINGS AND CAPTIONS IN
THIS NOTE ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONTROL OR AFFECT
THE MEANING OR CONSTRUCTION OF ANY PROVISIONS HEREOF. WHEN USED IN THIS NOTE,
(I) THE SYMBOL "$" SHALL REFER TO THE LAWFUL CURRENCY OF THE UNITED STATES OF
AMERICA AND (II) THE WORDS "INCLUDING" AND "INCLUDE" SHALL BE DEEMED FOLLOWED BY
THE WORDS "WITHOUT LIMITATION."
(F)
NOTICES. ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING
AND SHALL BE (I) DELIVERED BY HAND, (II) DELIVERED BY A REPUTABLE COMMERCIAL
OVERNIGHT DELIVERY SERVICE, OR (III) TRANSMITTED BY FACSIMILE, IN EACH CASE,
SENT TO THE ADDRESS OR TELECOPIER NUMBER SET FORTH BELOW. SUCH NOTICES SHALL BE
EFFECTIVE: (I) IN THE CASE OF HAND DELIVERIES, WHEN RECEIVED; (II) IN THE CASE
OF AN OVERNIGHT DELIVERY SERVICE, WHEN RECEIVED; AND (III) IN THE CASE OF
FACSIMILE TRANSMISSION, WHEN ELECTRONIC CONFIRMATION OF RECEIPT IS RECEIVED BY
THE SENDER. ANY PARTY MAY CHANGE ITS ADDRESS AND TELECOPY NUMBER BY WRITTEN
NOTICE TO ANOTHER PARTY IN ACCORDANCE WITH THIS PROVISION, PROVIDED THAT SUCH
NOTICE SHALL BE EFFECTIVE ONLY