Common use of Initial Conversion Clause in Contracts

Initial Conversion. At the date of this Agreement, the Best Terms include, inter alia, conversion of cash or debt into securities at the rate of $0.02 per share of common stock par value $.0001 of Magnitude (the "Common Stock") and accompanying every two shares of Common Stock is one three-year warrant to purchase one share of Common Stock at $0.05 (the "Original Conversion Terms"). At the date of this Agreement, the securities to be exchanged for the Conversion Value at the Original Conversion Terms include (i) six million two hundred fifty thousand (6,250,000) shares of Common Stock (the "Shares"), and (ii) threeyear warrants (the "Warrants") to purchase an additional three million one hundred twenty five thousand (3,125,000) shares of Common Stock (the "Warrant Shares") pursuant to the terms and conditions of this Agreement.