Common use of Convertible Debt Clause in Contracts

Convertible Debt. The Company’s outstanding indebtedness owed to Xxxxxxxx X. Xxxxxx together with all accrued but unpaid interest thereon, which totals $871,865.89 as of May 1, 2006, will have converted into shares and warrants to purchase shares of the Company’s Common Stock at the same price per share and warrant paid by the Investor for the purchase of Shares and Warrants hereby, and the Investor will have received satisfactory evidence thereof; provided that such shares and warrant shares received by Xxxxxxxx X. Xxxxxx upon the completion of the foregoing conversion shall be subject to and entitled to the benefits of the Registration Rights Agreement, in the form attached hereto as Exhibit C, to the same extent as the Investor’s Shares and Warrant Shares, and Xxxxxxxx X. Xxxxxx shall be party to such Registration Rights Agreement.