BE ENTITLED UPON SUCH EVENT OR SERIES OF RELATED EVENTS TO RECEIVE SUCH AMOUNT
OF SECURITIES, CASH AND PROPERTY AS THE SHARES OF COMMON STOCK INTO WHICH SUCH
AGGREGATE PRINCIPAL AMOUNT OF THIS DEBENTURE COULD HAVE BEEN CONVERTED
IMMEDIATELY PRIOR TO SUCH MERGER, CONSOLIDATION OR SALES
WOULD HAVE BEEN ENTITLED, OR (C) IN THE CASE OF A MERGER OR CONSOLIDATION,
REQUIRE THE SURVIVING ENTITY TO ISSUE TO THE HOLDER A CONVERTIBLE DEBENTURE WITH
A PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THIS DEBENTURE
THEN HELD BY SUCH HOLDER, PLUS ALL ACCRUED AND UNPAID INTEREST AND OTHER AMOUNTS
OWING THEREON, WHICH SUCH NEWLY ISSUED CONVERTIBLE DEBENTURE SHALL HAVE TERMS
IDENTICAL (INCLUDING WITH RESPECT TO CONVERSION) TO THE TERMS OF THIS DEBENTURE,
AND SHALL BE ENTITLED TO ALL OF THE RIGHTS AND PRIVILEGES OF THE HOLDER OF THIS
DEBENTURE SET FORTH HEREIN AND THE AGREEMENTS PURSUANT TO WHICH THIS DEBENTURES
WERE ISSUED.
IN THE CASE OF CLAUSE (C), THE CONVERSION PRICE APPLICABLE FOR THE
NEWLY ISSUED SHARES OF CONVERTIBLE PREFERRED STOCK OR CONVERTIBLE DEBENTURES
SHALL BE BASED UPON THE AMOUNT OF SECURITIES, CASH AND PROPERTY THAT EACH SHARE
OF COMMON STOCK WOULD RECEIVE IN SUCH TRANSACTION AND THE CONVERSION PRICE IN
EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVENESS OR CLOSING DATE FOR SUCH
TRANSACTION.
THE TERMS OF ANY SUCH MERGER, SALE OR CONSOLIDATION SHALL INCLUDE
SUCH TERMS SO AS TO CONTINUE TO GIVE THE HOLDER THE RIGHT TO RECEIVE THE
SECURITIES, CASH AND PROPERTY SET FORTH IN THIS SECTION UPON ANY CONVERSION OR
REDEMPTION FOLLOWING SUCH EVENT.
THIS PROVISION SHALL SIMILARLY APPLY TO
SUCCESSIVE SUCH EVENTS.
(6)
REISSUANCE OF THIS DEBENTURE.
(A)
TRANSFER.
IF THIS DEBENTURE IS TO BE TRANSFERRED, THE HOLDER
SHALL SURRENDER THIS DEBENTURE TO THE COMPANY, WHEREUPON THE COMPANY WILL,
SUBJECT TO THE SATISFACTION OF THE TRANSFER PROVISIONS OF THE NOTE AND WARRANT
PURCHASE AGREEMENT, FORTHWITH ISSUE AND DELIVER UPON THE ORDER OF THE HOLDER A
NEW DEBENTURE (IN ACCORDANCE WITH SECTION 5(D)), REGISTERED IN THE NAME OF THE
REGISTERED TRANSFEREE OR ASSIGNEE, REPRESENTING THE OUTSTANDING PRINCIPAL BEING
TRANSFERRED BY THE HOLDER AND, IF LESS THEN THE ENTIRE OUTSTANDING PRINCIPAL IS
BEING TRANSFERRED, A NEW DEBENTURE (IN ACCORDANCE WITH SECTION 5(D)) TO THE
HOLDER REPRESENTING THE OUTSTANDING PRINCIPAL NOT BEING TRANSFERRED.
THE HOLDER
AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS DEBENTURE, ACKNOWLEDGE AND AGREE THAT,
BY REASON OF THE PROVISIONS OF SECTION 4(B)(III) FOLLOWING CONVERSION OR
REDEMPTION OF ANY PORTION OF THIS DEBENTURE, THE OUTSTANDING PRINCIPAL
REPRESENTED BY THIS DEBENTURE MAY BE LESS THAN THE PRINCIPAL STATED ON THE FACE
OF THIS DEBENTURE.
(B)
LOST, STOLEN OR MUTILATED DEBENTURE.
UPON RECEIPT BY THE COMPANY
OF EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT,
DESTRUCTION OR MUTILATION OF THIS DEBENTURE, AND, IN THE 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 DEBENTURE, THE COMPANY SHALL EXECUTE AND DELIVER TO THE HOLDER A NEW