CONVERSION SHARES OR UNTIL THE
PREFERRED STOCK HAS BEEN FULLY SATISFIED.
EACH DATE ON WHICH A NOTICE OF
CONVERSION IS TELECOPIED OR DELIVERED TO THE COMPANY IN ACCORDANCE WITH THE
PROVISIONS HEREOF SHALL BE DEEMED A "CONVERSION DATE."
THE COMPANY WILL CAUSE
THE TRANSFER AGENT TO TRANSMIT THE CONVERSION SHARES (AND A CERTIFICATE
REPRESENTING THE BALANCE OF THE PREFERRED STOCK NOT SO CONVERTED, IF REQUESTED
BY PURCHASER) TO THE PURCHASER BY CREDITING THE ACCOUNT OF THE PURCHASER'S PRIME
BROKER WITH THE DEPOSITORY TRUST COMPANY ("DTC") THROUGH ITS DEPOSIT WITHDRAWAL
AGENT COMMISSION ("DWAC") SYSTEM WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT BY
THE COMPANY OF THE NOTICE OF CONVERSION (THE "DELIVERY DATE").
(C)
THE COMPANY UNDERSTANDS THAT A DELAY IN THE DELIVERY OF THE
CONVERSION SHARES IN THE FORM REQUIRED PURSUANT TO SECTION 8 HEREOF BEYOND THE
DELIVERY DATE COULD RESULT IN ECONOMIC LOSS TO THE PURCHASER.
IN THE EVENT THAT
THE COMPANY FAILS TO DIRECT ITS TRANSFER AGENT TO DELIVER THE CONVERSION SHARES
TO THE PURCHASER VIA THE DWAC SYSTEM WITHIN THE TIME FRAME SET FORTH IN
SECTION 8.1(B) ABOVE AND THE CONVERSION SHARES ARE NOT DELIVERED TO THE
PURCHASER BY THE DELIVERY DATE THROUGH ANY ACT OR FAILURE TO ACT ON THE PART OF
THE COMPANY, AS COMPENSATION TO THE PURCHASER FOR SUCH LOSS, THE COMPANY AGREES
TO PAY LATE PAYMENTS TO THE PURCHASER FOR LATE ISSUANCE OF THE CONVERSION SHARES
IN THE FORM REQUIRED PURSUANT TO SECTION 8 HEREOF UPON CONVERSION OF THE
PREFERRED STOCK IN THE AMOUNT EQUAL TO THE GREATER OF (I) $500 PER BUSINESS DAY
AFTER THE DELIVERY DATE OR (II) THE PURCHASER'S ACTUAL DAMAGES FROM SUCH DELAYED
DELIVERY. THE COMPANY SHALL PAY ANY PAYMENTS INCURRED UNDER THIS SECTION IN
IMMEDIATELY AVAILABLE FUNDS UPON DEMAND AND, IN THE CASE OF ACTUAL DAMAGES,
ACCOMPANIED BY REASONABLE DOCUMENTATION OF THE AMOUNT OF SUCH DAMAGES.
SUCH
DOCUMENTATION SHALL SHOW THE NUMBER OF SHARES OF COMMON STOCK THE PURCHASER IS
FORCED TO PURCHASE (IN AN OPEN MARKET TRANSACTION) WHICH THE PURCHASER
ANTICIPATED RECEIVING UPON SUCH CONVERSION, AND SHALL BE CALCULATED AS THE
AMOUNT BY WHICH (A) THE PURCHASER'S TOTAL PURCHASE PRICE (INCLUDING CUSTOMARY
BROKERAGE COMMISSIONS, IF ANY) FOR THE SHARES OF COMMON STOCK SO PURCHASED
EXCEEDS (B) THE AGGREGATE STATED VALUE (AS DEFINED IN THE CERTIFICATE OF VOTE OF
DIRECTORS) AND/OR DIVIDEND AMOUNT OF THE PREFERRED STOCK, FOR WHICH SUCH
CONVERSION NOTICE WAS NOT TIMELY HONORED.
(D)
NOTHING CONTAINED HEREIN OR IN ANY DOCUMENT REFERRED TO HEREIN OR
DELIVERED IN CONNECTION HEREWITH SHALL BE DEEMED TO ESTABLISH OR REQUIRE THE
PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN EXCESS OF THE MAXIMUM
PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT
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the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum amount permitted by such law, any payments in excess of such
maximum shall be credited against amounts owed by the Company to a Purchaser and
thus refunded to the Company.
8.2
MAXIMUM CONVERSION.
THE PURCHASER SHALL NOT BE