Common use of Debt Conversion Clause in Contracts

Debt Conversion. (a) Lender agrees, subject to the conditions set forth herein, to convert the full amount of the Outstanding Debt into ___________ shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of $____ per share (the “Conversion Price”). Upon receipt of the Conversion Shares, Lender agrees that the Note is cancelled and of no further force and effect. Lender agrees to promptly file any necessary UCC termination statements or other documentation that may be needed to terminate any security interests that may have been granted to Lender that are related to the Note. Lender further authorizes borrower to take any action needed to reflect the cancellation of the Note and the termination of any related security interests. (b) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at 10:00 a.m., local time, on a date set by the Company, but no later than August 31, 2015, at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Lender shall deliver a certificate of an officer acknowledging the retirement of the Outstanding Debt and the Company shall deliver a certificate evidencing ownership of the Conversion Shares and which shall include a restrictive legend.

Debt Conversion. (a) Lender agrees, subject to the conditions set forth herein, to convert the full amount of the Outstanding Debt into ___________ 123,988,294 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of $____ 0.03 per share (the “Conversion Price”). Upon receipt of the Conversion SharesPrice, Lender agrees that the Note is cancelled and of no further force and effect. Lender agrees to promptly file any necessary UCC termination statements or other documentation that may be needed to terminate any security interests that may have been granted to Lender that are related to the Note. Lender further authorizes borrower to take any action needed to reflect the cancellation of the Note and the termination of any related security interests. (b) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at 10:00 a.m., local time, on a date set by the Company, but no later than August 31October 27, 2015, at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Lender shall deliver a certificate of an officer acknowledging the retirement of the Outstanding Debt and the Company shall deliver a certificate evidencing ownership of the Conversion Shares and which shall include a restrictive legend.

Debt Conversion. (a) Lender agrees, subject to the conditions set forth herein, to convert the full amount of the Outstanding Debt into ___________ 7,514,442 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of $____ 0.03 per share (the “Conversion Price”). Upon receipt of the Conversion SharesPrice, Lender agrees that the Note is cancelled and of no further force and effect. Lender agrees to promptly file any necessary UCC termination statements or other documentation that may be needed to terminate any security interests that may have been granted to Lender that are related to the Note. Lender further authorizes borrower to take any action needed to reflect the cancellation of the Note and the termination of any related security interests. (b) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at 10:00 a.m., local time, on a date set by the Company, but no later than August 31October 27, 2015, at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Lender shall deliver a certificate of an officer acknowledging the retirement of the Outstanding Debt and the Company shall deliver a certificate evidencing ownership of the Conversion Shares and which shall include a restrictive legend.