CAUSE TO BE DELIVERED TO OR UPON THE WRITTEN ORDER OF THE HOLDER AND IN SUCH
NAME OR NAMES AS THE HOLDER MAY DESIGNATE A CERTIFICATE FOR THE UNDERLYING
SHARES ISSUABLE UPON SUCH CONVERSION, FREE OF RESTRICTIVE LEGENDS. THE HOLDER,
OR ANY PERSON SO DESIGNATED BY THE HOLDER TO RECEIVE UNDERLYING SHARES, SHALL BE
DEEMED TO HAVE BECOME HOLDER OF RECORD OF SUCH UNDERLYING SHARES AS OF THE
CONVERSION DATE. THE BORROWER SHALL, UPON REQUEST OF THE HOLDER, USE ITS BEST
EFFORTS TO DELIVER UNDERLYING SHARES HEREUNDER ELECTRONICALLY (VIA A DWAC)
THROUGH THE DEPOSITORY TRUST CORPORATION OR ANOTHER ESTABLISHED CLEARING
CORPORATION PERFORMING SIMILAR FUNCTIONS.
(C)
THE HOLDER SHALL NOT BE REQUIRED TO DELIVER
THE ORIGINAL DEBENTURE IN ORDER TO EFFECT A PARTIAL CONVERSION HEREUNDER.
EXECUTION AND DELIVERY OF THE CONVERSION NOTICE SHALL HAVE THE SAME EFFECT AS
CANCELLATION OF THE DEBENTURE AND ISSUANCE OF A NEW DEBENTURE REPRESENTING THE
REMAINING OUTSTANDING PRINCIPAL AMOUNT. UPON SURRENDER OF THIS DEBENTURE
FOLLOWING ONE OR MORE PARTIAL CONVERSIONS, THE BORROWER SHALL PROMPTLY DELIVER
TO THE HOLDER A NEW DEBENTURE REPRESENTING THE REMAINING OUTSTANDING PRINCIPAL
AMOUNT.
(D)
THE BORROWER'S OBLIGATIONS TO ISSUE AND
DELIVER UNDERLYING SHARES UPON CONVERSION OF THIS DEBENTURE IN ACCORDANCE WITH
THE TERMS HEREOF ARE ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF ANY ACTION OR
INACTION BY THE HOLDER TO ENFORCE THE SAME, ANY WAIVER OR CONSENT WITH RESPECT
TO ANY PROVISION HEREOF, THE RECOVERY OF ANY JUDGMENT AGAINST ANY PERSON OR ANY
ACTION TO ENFORCE THE SAME, OR ANY SETOFF, COUNTERCLAIM, RECOUPMENT, LIMITATION
OR TERMINATION, OR ANY BREACH OR ALLEGED BREACH BY THE HOLDER OR ANY OTHER
PERSON OF ANY OBLIGATION TO THE BORROWER OR ANY VIOLATION OR ALLEGED VIOLATION
OF LAW BY THE HOLDER OR ANY OTHER PERSON, AND IRRESPECTIVE OF ANY OTHER
CIRCUMSTANCE WHICH MIGHT OTHERWISE LIMIT SUCH OBLIGATION OF THE BORROWER TO THE
HOLDER IN CONNECTION WITH THE ISSUANCE OF SUCH UNDERLYING SHARES.
(E)
IF BY THE FIFTH TRADING DAY AFTER A
CONVERSION DATE THE BORROWER FAILS TO DELIVER TO THE HOLDER SUCH UNDERLYING
SHARES IN SUCH AMOUNTS AND IN THE MANNER REQUIRED PURSUANT TO SECTION 5, THEN
THE HOLDER WILL HAVE THE RIGHT TO RESCIND THE CONVERSION NOTICE PERTAINING
THERETO BY GIVING WRITTEN NOTICE TO THE BORROWER PRIOR TO SUCH HOLDER'S RECEIPT
OF SUCH UNDERLYING SHARES.
(F)
IF BY THE FIFTH TRADING DAY AFTER A
CONVERSION DATE THE BORROWER FAILS TO DELIVER TO THE HOLDER THE REQUIRED NUMBER
OF UNDERLYING SHARES IN THE MANNER REQUIRED PURSUANT TO SECTION 5, AND IF AFTER
SUCH FIFTH TRADING DAY AND PRIOR TO THE RECEIPT OF SUCH UNDERLYING SHARES, THE
HOLDER PURCHASES (IN AN OPEN MARKET TRANSACTION OR OTHERWISE) SHARES OF COMMON
STOCK TO DELIVER IN SATISFACTION OF A SALE BY THE HOLDER OF THE UNDERLYING
SHARES WHICH THE HOLDER ANTICIPATED RECEIVING UPON SUCH CONVERSION (A "BUY-IN"),
THEN THE BORROWER SHALL: (1) PAY IN CASH TO THE HOLDER (IN ADDITION TO ANY OTHER
REMEDIES AVAILABLE TO OR ELECTED BY THE HOLDER) THE AMOUNT BY WHICH (X) THE
HOLDER'S TOTAL PURCHASE PRICE (INCLUDING BROKERAGE