Common use of Optional Conversion of Note Clause in Contracts

Optional Conversion of Note. The entire outstanding principal amount due on this Note may, at the Holder's option be converted into fully paid and nonassessable shares of Common Stock of the Company. The number of shares of Common Stock to be issued upon such conversion (the "Conversion") shall be equal to the quotient obtained by dividing the entire outstanding principal amount due on this Note by the Conversion Price (as defined below). For purposes of this Note, the "Conversion Price" shall mean 110% of the Company's average closing share price for Common Stock as reported on NASDAQ or the OTC Bulletin Board for the twenty (20) consecutive trading days prior to the date of issuance of this Note (subject to adjustment as provided in Section 2 below).