5% SENIOR SECURED CONVERTIBLE NOTE

Exhibit 10.2

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

5% SENIOR SECURED CONVERTIBLE NOTE

          FOR VALUE RECEIVED, Visual Networks, Inc., a Delaware corporation (the “ Company ”), hereby unconditionally promises to pay to the order of _________ (the “ Holder ”), having an address at _________ , at such address or at such other place as may be designated in writing by the Holder, or its assigns, the aggregate principal sum of One _________ United States Dollars ($_________), together with interest from the date set forth above on the unpaid principal balance of this Note outstanding at a rate equal to five percent (5.0%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum and continuing on the outstanding principal until this 5% Senior Secured Convertible Note (the “ Note ”) is converted into Common Stock as provided herein or indefeasibly and irrevocably paid in full by the Company. Simple interest on this Note shall accrue semi-annually and shall be payable semi-annually on the last day of June and December of each year (each, an “ Interest Payment Date ”), commencing on December 31, 2005, to the Holder of record on the immediately preceding June 15 or December 15, as applicable (each, an “ Interest Record Date ”). Subject to the other provisions of this Note, the principal of this Note and all accrued and unpaid interest hereon shall mature and become due and payable on December 31, 2007 (the “ Stated Maturity Date ”). Except as provided herein, all payments of principal and interest by the Company under this Note shall be made in United States dollars in immediately available funds to an account specified by the Holder.

          In the event that any amount due hereunder is not paid when due, such overdue amount shall bear interest at an annual rate of twelve percent (12%) until paid in full. In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by the Company, then such excess sum shall be credited by the Holder as a payment of principal.

          This Note is one of a series of Notes (the “ Company Notes ”) of like tenor in an aggregate principal amount of Ten Million United States Dollars ($10,000,000) issued by the Company pursuant to the terms of the Purchase Agreement (as defined below).

     1.  Definitions. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated:

          “ Additional Rights ” has the meaning set forth in Section 5 hereof.

          “ Affiliate ” shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

          “ Approval Date ” means the date, if any, on which the Company’s stockholders approve the Proposal at the Stockholders Meeting as contemplated by the Purchase Agreement.

          “ Board ” shall mean the Board of Directors of Company.

          “ Business Day ” other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

          “ Change of Control ” means, at any time (i) any Person or any Persons acting together that would constitute a “group” for purposes of Section 13(d) under the Exchange Act, or any successor provision thereto, shall acquire beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision thereto) in a single transaction or a series of related transactions, of more than 50% of the aggregate voting power of the Company; or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction; or (iii) the Company sells or transfers its assets, as an entirety or substantially as an entirety, to another Person; or (iv) any “change of control” or similar event under any loan agreement, mortgage, indenture or other agreement relating to any indebtedness for borrowed money of the Company shall occur; or (v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by the stockholders of the Company was proposed by a vote of the majority of directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office.

          “ Common Stock ” shall mean the Common Stock, par value $0.01 per share, of the Company or any securities into which shares of Common Stock may be reclassified after the date hereof.

          “ Company ” has the meaning set forth in the first paragraph hereof.

          “ Company Notes ” has the meaning set forth in the third paragraph hereof.

          “ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Conversion Option ” has the meaning set forth in Section 6(a) hereof.

          “ Conversion Price ” shall mean initially $1.45 per share, subject to adjustment as provided in Section 6.

          “ Convertible Securities ” has the meaning set forth in Section 5 hereof.

          “ Event of Default ” has the meaning set forth in Section 6 hereof.

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ Excluded Issuances ” has the meaning set forth in Section 5(j) hereof.

          “ Hedging Agreement ” means any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time.

          “ Holder ” has the meaning set forth in the first paragraph hereof.

          “ Indebtedness ” means any liability or obligation (i) for borrowed money, other than trade payables incurred in the ordinary course of business, (ii) evidenced by bonds, debentures, notes, or other similar instruments, (iii) in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure payment of trade payables arising in the ordinary course of business consistent with past practices, (iv) to pay the deferred purchase price of property or services, except trade payables arising in the ordinary course of business consistent with past practices, (v) as lessee under capitalized leases, (vi) secured by a Lien on any asset of the Company or a Subsidiary, whether or not such obligation is assumed by the Company or such Subsidiary.

          “ Interest Payment Date ” has the meaning set forth in the first paragraph hereof.

          “ Interest Record Date ” has the meaning set forth in the first paragraph hereof.

          “ Investment ” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement.

          “ Investors ” has the meaning set forth in the Purchase Agreement.

          “ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing).

          “ Majority Holders ” has the meaning set forth in Section 10 hereof.

          “ Mandatory Termination Date ” has the meaning set forth in Section 6(a) hereof.

          “ Market Price ”, as of a particular date (the “ Valuation Date ”), shall mean the following with respect to any class of securities: (A) if such security is then listed on a national stock exchange, the Market Price shall be the closing bid price of one share of such security on such exchange on the last Trading Day prior to the Valuation Date, provided that if such security has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing bid price of such security in the most recent ten (10) trading sessions during which such security has traded; (B) if such security is then included in The Nasdaq Stock Market, Inc., including the Nasdaq SmallCap Market (“ Nasdaq ”), the Market Price shall be the closing bid price of one share of such security on Nasdaq on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on Nasdaq as of the end of the last Trading Day prior to the Valuation Date, provided that if such security has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of such security in the most recent ten (10) trading sessions during which such security has traded; (C) if such security is then included in the Over-the-Counter Bulletin Board, the Market Price shall be the closing sale price of one share of such security on the Over-the-Counter Bulletin Board on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the Over-the-Counter Bulletin Board as of the end of the last Trading Day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of such security in the most recent ten (10) trading sessions during which such security has traded; or (D) if such security is then included in the “pink sheets,” the Market Price shall be the closing sale price of one share of such security on the “pink sheets” on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the “pink sheets” as of the end of the last Trading Day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of such security in the most recent ten (10) trading sessions during which such security has traded.

          “ Note ” has the meaning set forth in the first paragraph hereof.

          “ Notice Period ” has the meaning set forth in Section 6(a) hereof.

          “ Options ” has the meaning set forth in Section 5 hereof.

          “ Permitted Indebtedness ” means:

          (a) Unsecured Indebtedness existing on the Closing Date and refinancings, renewals and extensions of any such Indebtedness if (i) the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended (ii) if the principal amount thereof or interest payable thereon is not increased, and (iii) the terms thereof are not less favorable to the Company or the Subsidiary incurring such Indebtedness than the Indebtedness being refinanced, renewed or extended;

          (b) Guaranties by any Subsidiary of any “Permitted Indebtedness” of the Company or another Subsidiary;

          (c) Indebtedness representing the deferred purchase price of property and capital lease obligations which collectively does not exceed $1,000,000 in aggregate principal amount; and

          (d) Indebtedness of the Company to any wholly owned Subsidiary and Indebtedness of any wholly owned Subsidiary to the Company or another wholly owned Subsidiary which constitutes “Permitted Indebtedness.”

          “ Permitted Investments ” means:

          (a) direct obligations of the United States of America, or of any agency thereof, or obligations guaranteed as to principal and interest by the United States of America, or of any agency thereof, in either case maturing not more than 90 days from the date of acquisition thereof;

          (b) certificates of deposit issued by any bank or trust company organized under the laws of the United States of America or any State thereof and having capital, surplus and undivided profits of at least $500,000,000, maturing not more than 90 days from the date of acquisition thereof; and

          (c) commercial paper rated A-1 or better or P-1 by Standard & Poor’s Ratings Services or Moody’s Investors Services, Inc., respectively, maturing not more than 90 days from the date of acquisition thereof; in each case so long as the same (x) provide for the payment of principal and interest (and not principal alone or interest alone) and (y) are not subject to any contingency regarding the payment of principal or interest.

          “ Permitted Liens ” means:

               (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established on the Company’s books and records in accordance with U.S. generally accepted accounting principles, consistently applied;

               (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings;

               (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

               (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

               (e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the

affected property or interfere with the ordinary conduct of business of the Company or any of its Subsidiaries; and

               (f) Liens granted to secure the obligations of the Company or any Subsidiary under any Indebtedness permitted under clause (c) of the definition of “Permitted Indebtedness” provided the Lien is limited to the property acquired or so financed.

          “ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

          “ Prepayment Date ” has the meaning set forth in Section 3(b) hereof.

          “ Purchase Agreement ” shall mean the Purchase Agreement, dated as of August 5, 2005, and as that agreement may be amended from time to time, by and among the Company and the Investors.

          “ Registration Rights Agreement ” shall mean the Registration Rights Agreement, dated as of August 8, 2005, and as that agreement may be amended from time to time, by and among the Company and the Investors.

          “ Redemption Option ” has the meaning set forth in Section 6(a) hereof.

          “ Registration Condition ” has the meaning set forth in Section 6(d) hereof.

          “ Repurchase Date ” has the meaning set forth in Section 4 hereof.

          “ Repurchase Notice ” has the meaning set forth in Section 4 hereof.

          “ Repurchase Price ” has the meaning set forth in Section 4 hereof.

          “ Restricted Payment ” has the meaning set forth in Section 7 hereof.

          “ Stated Maturity Date ” has the meaning set forth in the first paragraph hereof.

          “ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

          “ Trading Condition ” has the meaning set forth in Section 6(c) hereof.

          “ Trading Day ” means (i) if the relevant stock or security is listed or admitted for trading on The New York Stock Exchange, Inc. or any other national securities exchange, a day on which such exchange is open for business; (ii) if the relevant stock or security is quoted on Nasdaq or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; or (iii) if the relevant stock or security is not listed or admitted for trading on any national securities exchange or quoted on Nasdaq or any other system of automated dissemination of quotation of securities prices, a day on which the relevant stock or security is traded in a regular way in the over-the-counter market and for which a closing bid and a closing asked price for such stock or security are available, shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

          “ Trigger Issuance ” has the meaning set forth in Section 5(i) hereof.

     2.  Purchase Agreement . This Note is one of the several 5% Senior Secured Convertible Notes of the Company issued pursuant to the Purchase Agreement. This Note is subject to the terms and conditions of, and entitled to the benefit of, the provisions of the Purchase Agreement. This Note is transferable and assignable to any Person to whom such transfer is permissible under the Purchase Agreement and applicable law. The Company agrees to issue from time to time a replacement Note in the form hereof to facilitate such transfers and assignments. In addition, after delivery of an indemnity in form and substance reasonably satisfactory to the Company, the Company also agrees to promptly issue a replacement Note if this Note is lost, stolen, mutilated or destroyed.

     3.  No Right of Prepayment or Redemption .

          (a) Except as provided in Section 3(b) or in Section 6 hereof, this Note shall not be prepayable or redeemable by the Company prior to the Stated Maturity Date.

          (b) In the event that the aggregate principal amount of outstanding Company Notes held by the Holder or its Affiliates is less than $1,000,000, the Company may prepay this Note and all other Company Notes held by the Holder and its Affiliates, in whole but not in part, without the prior written consent of the Holder or its Affiliates at 105% of the principal amount to be repaid together with all accrued and unpaid interest due hereon; provided, however, that no prepayment shall be made unless the Registration Condition is satisfied. Any such prepayment shall be made on not less than thirty (30) days prior written notice provided to the Holder hereof, which notice shall specify the prepayment date on which such prepayment will be made (the “ Prepayment Date ”). The Company shall not have the right to set off or otherwise deduct from amounts payable by it hereunder any amounts whether liquidated or unliquidated, which the Holder or any of its Affiliates may owe to the Company, which right is hereby expressly waived to the maximum extent permitted by applicable law. Notwithstanding the giving of any prepayment notice pursuant to this clause (b), this Note shall continue to be convertible into shares of Common Stock as provided in Section 5 until the close of business on the Prepayment Date or such later time as the prepayment is effected.

     4.  Repurchase of the Note at the Option of the Holder Upon Change of Control .

          (a) If a Change of Control occurs, this Note shall be purchased by the Company, at the option of the Holder thereof, at a cash purchase price equal to (i) if the Change of Control occurs on or prior to the Approval Date, the higher of (A) the result obtained by multiplying (1) the number of Conversion Shares then issuable under this Note, assuming that the Note is fully convertible(including any accrued interest thereon), by (2) the per share price paid by the acquirer in any transaction specified in clauses (i), (ii) or (iii) of the definition of “Change of Control” or (B) 110% of the principal amount of this Note, (ii) 110% of the principal amount of this Note if the Change of Control occurs after the Approval Date and on or prior to the first anniversary of the Closing Date, (iii) 105% of the principal amount of this Note if the Change of Control occurs after both (A) the Approval Date and (B) the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date and (iii) 100% of the principal amount of this Note if the Change of Control occurs after both (A) the Approval Date and (B) the second anniversary of the Closing Date, plus, in each case (other than clause (i)(A)

above), accrued and unpaid interest (the “ Repurchase Price ”) to, but not including, the date that is 30 days following the date of the notice of a Change of Control delivered by the Company pursuant to clause (b) below (the “ Repurchase Date ”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in clause (c) below. If the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such interest to the holder of record on the corresponding Interest Record Date and the Repurchase Price shall not include accrued interest.

          (b) No later than 30 days after the occurrence of a Change of Control, the Company shall give written notice thereof to the Holder, which notice shall include a form of repurchase notice to be completed by the Holder and shall (i) state briefly, the events causing a Change of Control and the date of such Change of Control, (ii) specify the Repurchase Price and (iii) the Repurchase Date.

          (c) The Holder may exercise its rights specified in this Section 4 upon delivery to the Company of (i) a written notice of purchase (a “ Repurchase Notice ”) to the Company at any time on or prior to 5:00 p.m., New York time, on the Repurchase Date stating the portion of the Note which the Holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, and irrevocably agreeing that such principal amount of the Note shall be purchased by the Company as of the Repurchase Date and (ii) this Note.

          (d) In the event that this Note is repurchased in part, upon surrender of this Note, the Company shall execute and deliver to the Holder a new Note equal in principal amount to the unpurchased portion of the Note surrendered.

     5.  Conversion Rights .

          (a) Prior to the Approval Date, this Note shall not be convertible. From and after the Approval Date and subject to and upon compliance with the provisions of this Note, prior to the Stated Maturity Date, the Holder shall have the right, at its option at any time, to convert some or all of the Note into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (i) adding (A) the principal amount of this Note to be converted and (B) the amount of any accrued but unpaid interest with respect to such portion of this Note to be converted; and (ii) dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect. The rights of conversion set forth in this Section 5 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock and by surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier than the Company’s receipt of such notice), together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

          (b) Promptly after receipt of the written notice referred to in Section 5(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security

affidavit in the event this Note shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such portion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the date on which such written notice shall have been received by the Company and this Note shall have been surrendered as aforesaid (or, in lieu thereof, an appropriate lost security affidavit has been delivered to the Company), and at such time, the rights of the Holder shall cease with respect to the principal amount of the Notes being converted, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

          (c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 5(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. In case the principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the Holder, at the expense of the Company, a new Note for the principal amount of this Note surrendered which is not to be converted.

          (d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the Conversion Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Holder thereafter converting this Note shall be entitled to receive the number of shares of Common Stock or other capital stock which the Holder would have received if the Note had been converted immediately prior to such event upon payment of a Conversion Price that has been adjusted to reflect a fair allocation of the economics of such event to the Holder, without regard to any conversion limitation specified in this Section 5. Such adjustments shall be made successively whenever any event listed above shall occur.

          (e) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with

respect to or in exchange for a number of shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 5, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

          (f) In case the Company shall fix a payment date for the making of a distribution to all