CONVERSION PRICE RESET FEATURE Clause Samples

CONVERSION PRICE RESET FEATURE. If the Put Feature described in the section below is exercised by the Holder, and the Company does not pay the full redemption price when due, then the conversion price shall be reset to equal the lesser of (i) the Initial Conversion Price, or (ii) 85% of the average closing bid price for the 45 trading days prior to conversion. The Holder will agree not to engage in the short selling of the Company's stock while this feature is available. On conversion, no payment or adjustment for interest shall be made. The conversion price will be adjusted for dividends or distributions on Common Stock payable in the Company's Common Stock, and for subdivisions, combinations or certain reclassifications of the Company's Common Stock. If the Company is a party to a consolidation or merger or transfer of all or substantially all of its assets, the right to convert a Note into Common Stock will be changed into a right to convert it into securities, cash or other assets of the Company or another entity, on the same basis as the other common shareholders of the Company. Upon notification of the Holder's intent to convert, the Company will use its best effort to file a registration statement on Form S-3 to register a sufficient number of shares to satisfy the conversion of the Note. PUT FEATURE