MADE BY THE COMPANY TO
ANY PERSON PURSUANT TO THIS NOTE, SUCH PAYMENT SHALL BE MADE IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA BY A CHECK DRAWN ON THE ACCOUNT OF THE COMPANY AND
SENT VIA OVERNIGHT COURIER SERVICE TO SUCH PERSON AT SUCH ADDRESS AS PREVIOUSLY
PROVIDED TO THE COMPANY IN WRITING (WHICH ADDRESS, IN THE CASE OF EACH OF THE
PURCHASERS, SHALL INITIALLY BE AS SET FORTH ON THE SCHEDULE OF BUYERS ATTACHED
TO THE SECURITIES PURCHASE AGREEMENT); PROVIDED THAT THE HOLDER MAY ELECT TO
RECEIVE A PAYMENT OF CASH VIA WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS BY
PROVIDING THE COMPANY WITH PRIOR WRITTEN NOTICE SETTING OUT SUCH REQUEST AND THE
HOLDER'S WIRE TRANSFER INSTRUCTIONS.
WHENEVER ANY AMOUNT EXPRESSED TO BE DUE BY
THE TERMS OF THIS NOTE IS DUE ON ANY DAY WHICH IS NOT A BUSINESS DAY, THE SAME
SHALL INSTEAD BE DUE ON THE NEXT SUCCEEDING DAY WHICH IS A BUSINESS DAY AND, IN
THE CASE OF ANY INTEREST DATE WHICH IS NOT THE DATE ON WHICH THIS NOTE IS PAID
IN FULL, THE EXTENSION OF THE DUE DATE THEREOF SHALL NOT BE TAKEN INTO ACCOUNT
FOR PURPOSES OF DETERMINING THE AMOUNT OF INTEREST DUE ON SUCH DATE.
ANY AMOUNT
OF PRINCIPAL OR OTHER AMOUNTS DUE UNDER THE TRANSACTION DOCUMENTS WHICH IS NOT
PAID WHEN DUE SHALL RESULT IN A LATE CHARGE BEING INCURRED AND PAYABLE BY THE
COMPANY IN AN AMOUNT EQUAL TO INTEREST ON SUCH AMOUNT AT THE RATE OF FIFTEEN
PERCENT (15%) PER ANNUM FROM THE DATE SUCH AMOUNT WAS DUE UNTIL THE SAME IS PAID
IN FULL ("LATE CHARGE").
(25)
CANCELLATION.
AFTER ALL PRINCIPAL, ACCRUED INTEREST AND OTHER
AMOUNTS AT ANY TIME OWED ON THIS NOTE HAVE BEEN PAID IN FULL, THIS NOTE SHALL
AUTOMATICALLY BE DEEMED CANCELED, SHALL BE SURRENDERED TO THE COMPANY FOR
CANCELLATION AND SHALL NOT BE REISSUED.
(26)
WAIVER OF NOTICE.
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
HEREBY WAIVES DEMAND, NOTICE, PROTEST AND ALL OTHER DEMANDS AND NOTICES IN
CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF
THIS NOTE AND THE SECURITIES PURCHASE AGREEMENT.
(27)
GOVERNING LAW; JURISDICTION; SEVERABILITY; JURY TRIAL.
THIS NOTE
SHALL BE CONSTRUED AND ENFORCED IN ACCOR­DANCE WITH, AND ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS
NOTE SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER
OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW YORK.
THE
22
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION