Common use of Conversion and Exchange Clause in Contracts

Conversion and Exchange. 8.1. The Payee shall have the option to convert this Note into shares of Payor’s Common Stock (the “Conversion Shares”) at any time on or prior to the Maturity Date at the rate of $0.50 per share (the “Conversion Rate”). 8.2. On or before the Maturity Date, if the Payor completes an equity financing of Preferred Stock, Common Stock or a combination of the foregoing for at least $2,000,000 (the “Next Financing), the principal and interest outstanding under this Note will automatically convert into Conversion Shares at the Conversion Rate. The Conversion Shares will have the same registration rights equal to the most favorable as common stock in the Next Financing or any subsequent financing. 8.3. On or before the Maturity Date, if the Payor completes a Merger Transaction described in Section 4 above, then the Payee shall have the option for thirty (30) days prior to this Acceleration Date to convert all or part of the principal and accrued interest outstanding under this Note into Conversion Shares at the Conversion Rate. 8.4. Exercise of the foregoing conversion rights shall be made by Payee delivering to Payor a notice (each, a “Conversion Notice”), stating the principal amount which Payee has converted and the number of Conversion Shares to be issued in connection with such conversion, which number of Conversion Shares shall be conclusive absent manifest error. The issuance of the Conversion Shares shall be deemed to have occurred as of the date of the giving of a Conversion Notice with respect to such Conversion Shares. Payee shall cooperate with Payor and provide Payor with additional documentation or information upon reasonable request in order to enable the Conversion Shares to be issued. 8.5. Upon the giving of a Conversion Notice, Payee shall tender to Payor this Note for cancellation against receipt by Payee of a stock certificate, registered in the name of Payee, evidencing ownership of the number of Conversion Shares subject to such Conversion Notice. As soon as practicable following the receipt of this Note upon the giving of such Conversion Notice, but no later than three weeks following such receipt, Payor shall tender to Payee a stock certificate, registered in the name of Payee, evidencing ownership of such Conversion Shares by Payee. Notwithstanding any other rights provided herein, if following the receipt by the Payor of a Conversion Notice, this Note and any other documentation or information reasonably requested by Payor to enable Payor to issue the Conversion Shares to Payee, if such Conversion Shares are not issued to Payee within three (3) then Payor shall issue to Payee an additional One Million (1,000,000) fully paid and non-assessable shares of Common Stock of Payor. Such issuance shall be without prejudice to P▇▇▇▇’s other rights under this Note and time shall be of the essence with respect to the obligations set forth in this paragraph. 8.6. No fractional Conversion Shares shall be issued upon conversion of this Note and Payor shall exercise the Conversion Right in such a manner so that only whole integrals of Conversion Shares shall be issuable upon exercise of a Conversion Right. 8.7. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor, so that interest shall not accrue from and after such date on which the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion and/or exchange shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. 8.8. Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the entire principal amount of this Note, and accrued unpaid interest thereon, at the time outstanding. Payor shall take at all times such corporate action as shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 8. 8.9. If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 8.10. In the event of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, including, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive an other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or (5) any proposed sale of Common Stock in the manner described in Section 8.9, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefore, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) days prior to the record date, shareholders meeting (or shareholders action without meeting) or other event specified in this Section 8.9. Such notice shall no longer be given upon expiration of the Conversion Period.

Conversion and Exchange. 8.1. The Payee shall have the option to convert this Note into shares of Payor’s Common Stock (the “Conversion Shares”) at any time on or prior to the Maturity Date at the rate of $0.50 per share (the “Conversion Rate”). 8.2. 8.1 On or before the Maturity Date, if the Payor completes an equity financing financing, of Preferred Stock, Common Stock or a combination of the foregoing either stock for at least $2,000,000 (the “Next Financing), the principal and interest outstanding under this Note will automatically convert into shares of the Payor’s Common Stock (the “Conversion Shares Shares”) at the Conversion Raterate of $0.58. The Conversion Shares will have the same registration rights equal to the most favorable as common stock in the Next Financing or any subsequent financing. 8.3. 8.2 On or before the Maturity Date, if the Payor completes a Merger Transaction described in Section 4 4.1 above, then the Payee shall have the option for thirty (30) days prior to this Acceleration Date to convert all or part of the principal and accrued interest outstanding under this Note into Conversion Shares at the Conversion Raterate of $0.58, subject to adjustment as described herein. 8.4. 8.3 Exercise of the foregoing conversion rights Conversion shall be made by Payee delivering to Payor a notice (each, a “Conversion Notice”), stating the principal amount which Payee has converted and the number of Conversion Shares to be issued in connection with such conversion, which number of Conversion Shares shall be conclusive absent manifest error. The issuance of the Conversion Shares shall be deemed to have occurred as of the date of the giving of a Conversion Notice with respect to such Conversion Shares. Payee shall cooperate with Payor and provide Payor with additional documentation or information upon reasonable request in order to enable the Conversion Shares to be issued. 8.5. 8.4 Upon the giving of a Conversion Notice, Payee shall tender to Payor this Note for cancellation against receipt by Payee of a stock certificate, registered in the name of Payee, evidencing ownership of the number of Conversion Shares subject to such Conversion Notice. As soon as practicable following the receipt of this Note upon the giving of such Conversion Notice, but no later than three weeks ten business days following such receipt, Payor Maker shall tender to Payee a stock certificate, registered in the name of Payee, evidencing ownership of such Conversion Shares by Payee. Notwithstanding any other rights provided herein, if following the receipt by the Payor of a Conversion Notice, this Note and any other documentation or information reasonably requested by Payor to enable Payor to issue the Conversion Shares to Payee, if such Conversion Shares are not issued to Payee within three (3) then Payor shall issue to Payee an additional One Million (1,000,000) fully paid and non-assessable shares of Common Stock of Payor. Such issuance shall be without prejudice to P▇▇▇▇’s other rights under this Note and time shall be of the essence with respect to the obligations set forth in this paragraph. 8.6. 8.5 No fractional Conversion Shares shall be issued upon conversion of this Note and Payor shall exercise the Conversion Right in such a manner so that only whole integrals of Conversion Shares shall be issuable upon exercise of a Conversion Right. 8.7. 8.6 Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor, so that interest shall not accrue from and after such date on which the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion and/or exchange shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. 8.8. 8.7 Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the entire principal amount of this Note, and accrued unpaid interest thereon, at the time outstanding. Payor shall take at all times such corporate action as shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 8. 8.9. 8.8 If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 8.10. 8.9 In the event of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, including, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive an other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or (5) any proposed sale of Common Stock in the manner described in Section 8.9, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefore, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) days prior to the record date, shareholders meeting (or shareholders action without meeting) or other event specified in this Section 8.9. Such notice shall no longer be given upon expiration of the Conversion Period.

Conversion and Exchange. 8.1. The Payee shall have the option to convert this Note into shares of Payor’s Common Stock (the “Conversion Shares”) at any time on or prior to the Maturity Date at the rate of $0.50 0.40 per share (the “Conversion Rate”). 8.2. On or before the Maturity Date, if the Payor completes an equity financing of Preferred Stock, Common Stock or a combination of the foregoing for at least $2,000,000 (the “Next Financing), the principal and interest outstanding under this Note will automatically convert into Conversion Shares at the Conversion Rate. The Conversion Shares will have the same registration rights equal to the most favorable as common stock in the Next Financing or any subsequent financing. 8.3. On or before the Maturity Date, if the Payor completes a Merger Transaction described in Section 4 above, then the Payee shall have the option for thirty (30) days prior to this Acceleration Date to convert all or part of the principal and accrued interest outstanding under this Note into Conversion Shares at the Conversion Rate. 8.4. Exercise of the foregoing conversion rights shall be made by Payee delivering to Payor a notice (each, a “Conversion Notice”), stating the principal amount which Payee has converted and the number of Conversion Shares to be issued in connection with such conversion, which number of Conversion Shares shall be conclusive absent manifest error. The issuance of the Conversion Shares shall be deemed to have occurred as of the date of the giving of a Conversion Notice with respect to such Conversion Shares. Payee shall cooperate with Payor and provide Payor with additional documentation or information upon reasonable request in order to enable the Conversion Shares to be issued. 8.5. Upon the giving of a Conversion Notice, Payee shall tender to Payor this Note for cancellation against receipt by Payee of a stock certificate, registered in the name of Payee, evidencing ownership of the number of Conversion Shares subject to such Conversion Notice. As soon as practicable following the receipt of this Note upon the giving of such Conversion Notice, but no later than three weeks following such receipt, Payor shall tender to Payee a stock certificate, registered in the name of Payee, evidencing ownership of such Conversion Shares by Payee. Notwithstanding any other rights provided herein, if following the receipt by the Payor of a Conversion Notice, this Note and any other documentation or information reasonably requested by Payor to enable Payor to issue the Conversion Shares to Payee, if such Conversion Shares are not issued to Payee within three (3) then Payor shall issue to Payee an additional One Million (1,000,000) fully paid and non-assessable shares of Common Stock of Payor. Such issuance shall be without prejudice to P▇▇▇▇’s other rights under this Note and time shall be of the essence with respect to the obligations set forth in this paragraph. 8.6. No fractional Conversion Shares shall be issued upon conversion of this Note and Payor shall exercise the Conversion Right in such a manner so that only whole integrals of Conversion Shares shall be issuable upon exercise of a Conversion Right. 8.7. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor, so that interest shall not accrue from and after such date on which the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion and/or exchange shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. 8.8. Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the entire principal amount of this Note, and accrued unpaid interest thereon, at the time outstanding. Payor shall take at all times such corporate action as shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 8. 8.9. If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 8.10. In the event of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, including, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive an other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or (5) any proposed sale of Common Stock in the manner described in Section 8.9, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefore, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) days prior to the record date, shareholders meeting (or shareholders action without meeting) or other event specified in this Section 8.9. Such notice shall no longer be given upon expiration of the Conversion Period.

Conversion and Exchange. 8.1. The Payee shall have the option to convert this Note into shares of Payor’s Common Stock (the “Conversion Shares”) at any time on or prior to the Maturity Date at the rate of $0.50 per share (the “Conversion Rate”). 8.2. On or before the Maturity Date, if the Payor completes an equity financing financing, of Preferred Stock, Common Stock or a combination of the foregoing either stock for at least $2,000,000 (the “Next Financing”), the principal and interest outstanding under this Note will automatically convert into shares of the Payor’s Common Stock (the “Conversion Shares Shares”) at the Conversion Raterate of the lower of (a) $1.00 per share, or (b) 15% below the average closing price of the Payor’s Common Stock for the previous 20 trading days. The Conversion Shares will have the same registration rights equal to the most favorable as common stock in the Next Financing or any subsequent financing. 8.38.2. On or before the Maturity Date, if the Payor completes a Merger Transaction described in Section 4 4.1 above, then the Payee shall have the option for thirty (30) days prior to this Acceleration Date to convert all or part of the principal and accrued interest outstanding under this Note into Conversion Shares at the rate $1.00 per share, subject to adjustment as described herein. 8.3. On or before the Maturity Date in the event the closing price of the Common Stock of Payor is equal to or greater than $1.00 for 30 consecutive trading days, the principal and interest outstanding under this Note will automatically convert into Shares of the Payor’s Common Stock at the rate of $1.00 per share. The Conversion RateShares will have the same registration rights equal to the most favorable as common stock in the Next Financing or any subsequent financing. 8.4. Exercise of the foregoing conversion rights Conversion shall be made by Payee delivering to Payor a notice (each, a “Conversion Notice”), stating the principal amount which Payee has converted and the number of Conversion Shares to be issued in connection with such conversion, which number of Conversion Shares shall be conclusive absent manifest error. The issuance of the Conversion Shares shall be deemed to have occurred as of the date of the giving of a Conversion Notice with respect to such Conversion Shares. Payee shall cooperate with Payor and provide Payor with additional documentation or information upon reasonable request in order to enable the Conversion Shares to be issued. 8.5. Upon the giving of a Conversion Notice, Payee shall tender to Payor this Note for cancellation against receipt by Payee of a stock certificate, registered in the name of Payee, evidencing ownership of the number of Conversion Shares subject to such Conversion Notice. As soon as practicable following the receipt of this Note upon the giving of such Conversion Notice, but no later than three weeks ten business days following such receipt, Payor Maker shall tender to Payee a stock certificate, registered in the name of Payee, evidencing ownership of such Conversion Shares by Payee. Notwithstanding any other rights provided herein, if following the receipt by the Payor of a Conversion Notice, this Note and any other documentation or information reasonably requested by Payor to enable Payor to issue the Conversion Shares to Payee, if such Conversion Shares are not issued to Payee within three (3) then Payor shall issue to Payee an additional One Million (1,000,000) fully paid and non-assessable shares of Common Stock of Payor. Such issuance shall be without prejudice to P▇▇▇▇’s other rights under this Note and time shall be of the essence with respect to the obligations set forth in this paragraph. 8.6. No fractional Conversion Shares shall be issued upon conversion of this Note and Payor shall exercise the Conversion Right in such a manner so that only whole integrals of Conversion Shares shall be issuable upon exercise of a Conversion Right. 8.7. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor, so that interest shall not accrue from and after such date on which the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion and/or exchange shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. 8.8. Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the entire principal amount of this Note, and accrued unpaid interest thereon, at the time outstanding. Payor shall take at all times such corporate action as shall be necessary in order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 8. 8.9. If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 8.10. In the event of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, including, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive an other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or (5) any proposed sale of Common Stock in the manner described in Section 8.98.10, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefore, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) days prior to the record date, shareholders meeting (or shareholders action without meeting) or other event specified in this Section 8.98.10. Such notice shall no longer be given upon expiration of the Conversion Period.