Common use of Debt Conversion Clause in Contracts

Debt Conversion. (a) The Holder agrees, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note (“Debt Conversion”) into shares of Common Stock ("Conversion Shares") at a conversion price equal to the per share offering price of the Company’s shares in its proposed secondary offering with Aegis Capital, as further described in Section 4(a)(v), and subject to the approval of the TSX Venture Exchange (“TSXV”). (b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents. (c) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”) to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a) and (b) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 32 Floor, 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder shall deliver its Note for cancellation and the Company shall deliver to the Holder certificates representing the Conversion Shares to which the Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note and is unable to deliver its Note at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Note may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and void, and the Holder hereby authorizes the Company to file a UCC-3 or other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of the Holder. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.

Debt Conversion. (a) 1.1 The Holder agreesHolders hereby severally agree, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note Conversion Debt into 3,629,325 Conversion Shares at a conversion price of $2.0665 per share, (“Debt Conversion”) into shares of Common ), subject to appropriate adjustments for reclassifications, reverse stock splits, stock splits, stock dividends, spin-offs or distributions, share combinations or other similar changes affecting the Preferred Stock ("Conversion Shares") at as a conversion price equal to whole. Each Holder shall convert the per share offering price portion of the Companyprincipal on the Tranche A/B Term Notes set forth after such Holder’s shares name on Exhibit A and receive, in its proposed secondary offering with Aegis Capitalexchange therefore, as further described in Section 4(a)(v), and subject to the approval amount of the TSX Venture Exchange (“TSXV”).Conversion Shares set forth after such Holder’s name on Exhibit A. (b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents. (c) 1.2 Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion transactions contemplated by this Agreement shall take place at a closing ("“Closing" and the date of the Closing, the “Closing Date”) to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a) and (b) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 32 Floor, 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to following the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date Shareholders’ Approval and filing of the Closing and Certificate with the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. appropriate governmental authorities. 1.3 At the Closing, the each Holder shall deliver any and all instruments representing its Tranche A/B Term Note for cancellation to FOH and the Company MSI shall deliver to the each Holder certificates representing the Conversion Shares to which the such Holder is entitled as a result of such the Debt Conversion. From Notwithstanding any Holder’s failure to deliver any instruments representing the Tranche A/B Term Notes, each Holder acknowledges that the instruments representing such Tranche A/B Term Notes shall be void and after unenforceable upon the Closing, the Note shall represent solely the right to receive Conversion Shares. . 1.4 If a Holder has lost its Tranche A/B Term Note and or is otherwise unable to deliver its Tranche A/B Term Note at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Tranche A/B Term Note may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Company MSI shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion, except that the Holder shall pay any such tax due because the Conversion Shares are issued in a name other than the Holder’s. (d) Upon and after 1.5 Nothing in this Agreement shall modify or reduce FOH’s liability to pay to the Holders interest on the Conversion Debt that is accrued as of the date of Closing, if any, at such time and in such amounts as provided for under the Term Loan Agreement, as amended. 1.6 At the Closing, each Holder acknowledges that it shall acquire the Conversion Shares for its own account and with no view to the distribution thereof. Each Holder acknowledges that the Conversion Shares have not been registered under the Securities Act, or the securities laws of any state and cannot be offered or sold by such Holder unless subsequently so registered or unless exemptions from the registration requirements of that Act and all obligations applicable state securities laws are available for the transaction. 1.7 Each Holder authorizes MSI to place such restrictive legends on the certificates evidencing ownership of the Company Conversion Shares as may be required by the Securities Act or the securities laws of any state. Each Holder understands that in the absence of an effective registration statement covering the Conversion Shares or an available exemption from registration under the Note shall automaticallySecurities Act, the Conversion Shares must be held indefinitely and each Holder is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and without further action, terminate understands the resale limitations imposed thereby and be null and void, and the Holder hereby authorizes the Company to file a UCC-3 or other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of the Holder. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the ClosingSecurities Act.

Debt Conversion. (a) The Holder hereby agrees, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note (“Debt Conversion”) its Notes into shares of the Company's Common Stock ("Conversion Shares") at a conversion price equal to the of $0.25 per share offering price share, respectively ("Debt Conversion"). The entire amount of the Company’s shares Conversion Shares shall be allocated in its proposed secondary offering with Aegis Capital, a manner as further described in Section 4(a)(v), mutually agreed to by the parties and subject the Debt Conversion shall be classified as mutually agreed to by the approval of the TSX Venture Exchange (“TSXV”)parties. (b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents. (cf) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion transactions contemplated by this Agreement shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”") to be held at 10:00 a.m., local time, on the second fourth business day after the date on which the last of the conditions set forth in Section 4 (ac) and (bd) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLPExecute Sports, 32 FloorInc., 60 0000 Xxxxxx xxx Xxx, Xxxxx 000, Xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder shall deliver its Note for cancellation and the Company shall deliver to the Holder certificates representing the Conversion Shares to which the such Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note Notes shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note and is unable to deliver its Note Notes at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Note Notes may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and void, and except that the Holder hereby authorizes shall pay any such tax due because the Company to file Conversion Shares are issued in a UCC-3 or name other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of than the Holder's. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.

Debt Conversion. (a) The Holder hereby agrees, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note (“Debt Conversion”) its Notes into shares of the Company's Common Stock ("Conversion Shares") at a conversion price equal to the of $0.25 per share offering price share, respectively ("Debt Conversion"). The entire amount of the Company’s shares Conversion Shares shall be allocated in its proposed secondary offering with Aegis Capital, a manner as further described in Section 4(a)(v), mutually agreed to by the parties and subject the Debt Conversion shall be classified as mutually agreed to by the approval of the TSX Venture Exchange (“TSXV”)parties. (b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents. (cf) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion transactions contemplated by this Agreement shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”") to be held at 10:00 a.m., local time, on the second fourth business day after the date on which the last of the conditions set forth in Section 4 (ac) and (bd) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLPExecute Sports, 32 FloorInc., 60 0000 Xxxxxx xxx Xxx, Xxxxx 000, Xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder shall deliver its Note Notes for cancellation and the Company shall deliver to the Holder certificates representing the Conversion Shares to which the such Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note Notes shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note and is unable to deliver its Note Notes at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Note Notes may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and void, and except that the Holder hereby authorizes shall pay any such tax due because the Company to file Conversion Shares are issued in a UCC-3 or name other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of than the Holder's. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.

Debt Conversion. (a) The Holder agrees, subject to the conditions set forth herein, to convert the total principal and accrued but unpaid interest on the Note Notes (“Debt Conversion”) into shares of Common Stock ("Conversion Shares") at a conversion price equal to the per share offering price of the Company’s shares in its proposed secondary offering with Aegis Capital, as further described in Section 4(a)(v), and subject to the approval of the TSX Venture Exchange (“TSXV”). (b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents. (c) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”) to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a) and (b) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 32 Floor, 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder shall deliver its Note Notes for cancellation and the Company shall deliver to the Holder certificates representing the Conversion Shares to which the Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note Notes shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note Notes and is unable to deliver its Note Notes at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Note Notes may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note Notes shall automatically, and without further action, terminate and be null and void, and the Holder hereby authorizes the Company to file a UCC-3 or other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of the Holder. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note Notes will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.

Debt Conversion. (a) The Holder agreesEach of Xxxx and BMC hereby severally and not jointly agree, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note (“Debt Conversion”) its Notes into shares of the Company's common stock (the “Common Stock (Stock” and the "Conversion Shares") at a conversion price equal of Two Cents ($0.02) per share (the "Debt Conversion"), within one (1) day’s notice by the Company, and which shall be not more than five (5) business days prior to the per share offering price record date of the Company’s shares in its proposed secondary offering with Aegis Capital, as further described in Section 4(a)(v), and subject to the approval of the TSX Venture Exchange Shareholder Meeting (“TSXV”detailed below). (b) The Company shall comply cause a meeting of its shareholders ("Shareholder Meeting") to be duly called and held at some time after the date of execution of this Agreement for the purposes of voting on the Merger and/or matters related thereto. In connection with such Shareholder Meeting, the Company will prepare and mail to its shareholders a proxy statement and all legal requirements applicable other proxy materials (the "Proxy Statement") for such meeting. The Holders shall cooperate with the Company in all reasonable respects with the preparation of the Proxy Statement and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consentsany amendment or supplement thereto. (c) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion transactions contemplated by this Agreement shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”") to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a) and (b) below is fulfilledare fulfilled or waived, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 32 Floor, 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000the Company, or at such other time, date or place as the parties may agree upon in writing. The In connection with this Agreement, Company shall send to the each Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the each Holder will be issued upon the Debt Conversion. At the ClosingIn connection with this Agreement, the each Holder shall immediately deliver its Note Notes for cancellation and the Company shall deliver to the each Holder certificates representing the Conversion Shares to which the such Holder is entitled as a result of such Debt Conversion upon such Debt Conversion. Such Notes shall be held in escrow by the Company until the Closing or the termination of this Agreement. From and after the Closing, the Note Notes shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note and is unable to deliver its Note at the ClosingNotes, it shall immediately submit an affidavit of loss and indemnity agreement so that the Note Notes may be replaced and deemed cancelled in accordance with the terms hereofhereof (each a “Lost Note Affidavit”). In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and void, and except that the Holder hereby authorizes shall pay any such tax due because the Company to file Conversion Shares are issued in a UCC-3 or name other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of than the Holder's. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.

Debt Conversion. (a) The Holder As of December 30, 2011, Xxxxxxx agrees, subject to the conditions set forth herein, to convert $20,941,000 of the principal and amount of his Notes, plus all accrued but unpaid interest on the Note (“Debt Conversion”) thereon, into 73,172,949 shares of the Company’s Common Stock ("the “Conversion Shares"”) at a conversion price equal to the of $0.35 per share offering price of (the Company’s shares in its proposed secondary offering with Aegis Capital, as further described in Section 4(a)(v), and subject to the approval of the TSX Venture Exchange (“TSXVConversion Price”). (b) The Company Xxxxxxx also agrees, subject to the conditions set forth herein, to convert $5,000,000 of the principal amount of his Notes dated December 22, 2011, into 14,285.714 shares of the Company’s Series A Stock having the designations, rights and preferences as described in Exhibit A hereto. Such shares of Series A Stock will be convertible into shares of the Company’s Common Stock at a price per share equal to the Conversion Price. All accrued but unpaid interest on the $5,000,000 of the Note dated December 22, 2012, shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate converted into shares of the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consentsCompany’s Common Stock at the Conversion Price. (c) Xxxxxxx also agrees to convert (i) any additional amounts loaned to the Company on or before the Closing (as defined below) and (ii) any additional interest that accrues on all Notes from the date of this Agreement through the Closing Date, into shares of the Company’s Common Stock at the Conversion Price. (d) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion transaction contemplated by this Agreement shall take place at a closing ("“Closing" and the date of the Closing, the “Closing Date”) to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a4(a) and (b) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx, LLP, 32 FloorCentre Square West, 60 Xxxxxxxx0000 Xxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder Xxxxxxx shall deliver its each Note for cancellation and the Company shall deliver to the Holder certificates representing a certificate evidencing ownership of the Conversion Shares to which the Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note shall represent solely the right to receive Conversion Sharesincluding customary restrictive legends. If a Holder Xxxxxxx has lost its Note his Notes and is unable to deliver its Note his Notes at the Closing, it he shall submit an affidavit of loss and indemnity agreement so that the Note missing or lost Notes may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion. (d) Upon and after Closing, any and all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and void, and the Holder hereby authorizes the Company to file a UCC-3 or other appropriate form to terminate any and all liens against the assets and property of the Company, including the Company's intellectual property, software code, trademarks and trade names, or other security interest of the Holder. (e) Any other accounts payable amounts owed to the Holder by the Company related to the purchases of goods and services not related to the Note will remain fully payable are not in impacted from the Holder’s Debt Conversion hereunder. Any such other accounts payable will be paid in full within seven days after the Closing.