Common use of Default Conversion Clause in Contracts

Default Conversion. (a) If this Note and all accrued interest shall not have been paid in full on or before the Maturity Date or upon the occurrence of an Event of Default (as defined in Section 7 hereof), the Holder shall have the right (the "Default Conversion Right"), in addition to any other available remedies set forth in Section 8 hereof or at law or in equity, to convert up to the lesser of (i) the then outstanding principal amount of this Note or (ii) 10% of the original principal amount of this Note, into the number of shares of Common Stock of the Company ("Common Stock"), equal to the amount converted by the Noteholder upon such Event of Default (the "Default Conversion Amount") divided by $.001 (the "Default Conversion Price"). Upon conversion, the Company shall pay all accrued and unpaid interest on the Default Conversion Amount. (b) To exercise the Default Conversion Right, the Holder, on or before the 60th day after the Maturity Date, but before payment in full of the then outstanding principal and interest under this Note, shall deliver to the Company, at its office at as set forth in section 11, or at such other place as is designated in writing by the Company, a notice (the "Conversion Notice") stating that the Holder is exercising the Default Conversion Right, the Default Conversion Amount and the name or names in which the Holder wishes the certificates for shares of Common Stock to be issued. (c) To the extent permitted by applicable law, upon exercise of the Default Conversion Right, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise (the "Conversion Shares"), notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Conversion Shares shall not then have been actually delivered to the Holder. As soon as practicable and in any event within five (5) days after exercise of the Default Conversion Right, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the Conversion Shares registered in the name of the Holder or its designee, provided that the Company may require the holder, by notice given to the Holder promptly after receipt of the Conversion Notice, as a condition to the delivery of such certificate or certificates, to present this Note to the Company for the placement hereon of a legend indicating that the Default Conversion Right has been exercised to the extent of the Default Conversion Amount, and this Note (unless thereby paid in full) shall be immediately returned to the Holder. (d) The issuance of any shares or other securities upon the exercise of the Default Conversion Right, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The Holder shall not have, solely on account of such status as a Holder of this Note, any rights of a stockholder of the Company, either at law or in equity, or any notice of meetings of stockholders or of any other proceedings of the Company except as provided in this Note. (f) The Company shall at all times following the Issuance Date, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Default Conversion Right, such number of shares of Common Stock as shall, from time to time, be sufficient for the exercise of the Default Conversion Right in full. The Company covenants that all shares of Common Stock issuable upon exercise of the Default Conversion Right shall be validly issued, fully paid and nonassessable. (g) The anti-dilution protections set forth in Section 2(c) hereof shall apply as well to the Default Conversion Right and the adjustment of the Default Conversion Price hereunder, provided, however, that for purposes of such application all appropriate references to Preferred Stock shall be read as references to Common Stock and all references to the Conversion Price shall be read as references to the Default Conversion Price, so as to give the Default Conversion Rights, as nearly as practicable, the anti-dilution and other protections provided for in section 2(c) with respect to the Optional Conversion Right.

Default Conversion. (a) If this Note and all accrued interest shall not have been paid in full on or before the Maturity Date or upon the occurrence of an Event of Default (as defined in Section 7 hereof), the Holder shall have the right (the "Default Conversion Right"), in addition to any other available remedies set forth in Section 8 hereof or at law or in equity, to convert up to ten percent (10%) of the lesser of (i) the then outstanding principal amount of this Note or the Notes (iithe "Default Conversion Amount") 10% of the original principal amount of this Note, into the a number of shares of Common Stock of the Company ("Common Stock"), equal to the amount converted by the Noteholder upon such Event of Default (the "Default Conversion Share Amount") divided which, when added to the Voting Securities (as defined below) then owned by the Noteholders, equals fifty-one percent (51%) of the outstanding shares of Common Stock of the Company for a purchase price of $.001 .01 per share (the "Default Conversion Price"). For purposes of this Section 3, Voting Securities shall mean the Alternate Offering Common Stock and/or Series A Preferred Stock (both as defined in the Purchase Agreement)). Upon conversion, the Company shall pay all accrued and unpaid interest on the Default Conversion Amount. (b) To exercise the Default Conversion Right, the Holder, on or before the 60th twentieth day after the Maturity Date, but before payment in full of the then outstanding principal and interest under this Note, shall deliver to the Company, at its office at as set forth in section Section 11, or at such other place as is designated in writing by the Company, a notice (the "Conversion Notice") stating that the Holder is exercising the Default Conversion Right, the Default Conversion Amount and the name or names in which the Holder wishes the certificates for shares of Common Stock to be issued. (c) To the extent permitted by applicable law, upon exercise of the Default Conversion Right, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise (the "Conversion Shares"), notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Conversion Shares shall not then have been actually delivered to the Holder. As soon as practicable and in any event within five (5) days after exercise of the Default Conversion Right, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the Conversion Shares registered in the name of the Holder or its designee, provided that the Company may require the holder, by notice given to the Holder promptly after receipt of the Conversion Notice, as a condition to the delivery of such certificate or certificates, to present this Note to the Company for the placement hereon of a legend indicating that the Default Conversion Right has been exercised to the extent of the Default Conversion Amount, and this Note (unless thereby paid in full) shall be immediately returned to the Holder. (d) The issuance of any shares or other securities upon the exercise of the Default Conversion Right, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The Holder shall not have, solely on account of such status as a Holder of this Note, any rights of a stockholder of the Company, either at law or in equity, or any notice of meetings of stockholders or of any other proceedings of the Company except as provided in this Note. (f) The Company shall at all times following the Issuance Date, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Default Conversion Right, such number of shares of Common Stock as shall, from time to time, be sufficient for the exercise of the Default Conversion Right in full. The Company covenants that all shares of Common Stock issuable upon exercise of the Default Conversion Right shall be validly issued, fully paid and nonassessable. (g) The anti-dilution protections set forth in Section 2(c) hereof shall apply as well to the Default Conversion Right and the adjustment of the Default Conversion Price hereunder, provided, however, that for purposes of such application all appropriate references to Preferred Stock shall be read as references to Common Stock and all references to the Conversion Price shall be read as references to the Default Conversion Price, so as to give the Default Conversion Rights, as nearly as practicable, the anti-dilution and other protections provided for in section 2(c) with respect to the Optional Conversion Right.

Default Conversion. (a) If this Note and all accrued interest shall not have been paid in full on or before the Maturity Date or upon Upon the occurrence and during the ------------------ continuation of an Event of Default, for a period of thirty (30) days from the occurrence of the Event of Default (as defined in Section 7 hereofthe "Election Period"), the Holder shall have Company, subject to Monsanto's right to require the right Company to sell shares and pay cash, as provided below, may elect to convert all or any portion of the principal and accrued interest under any outstanding Loan into shares of common stock of the Company at the average of the closing market prices for such shares during the thirty (30) trading days immediately preceding the Default Conversion Date (hereinafter defined) for such Loan (the "Default Conversion RightAverage Market Price"). Monsanto shall not take any of the actions set forth in paragraphs (b) or (c) of Section 5.02 hereof until the end of such Election Period. If all of the principal and accrued interest are converted into shares of common stock of the Company or paid in cash pursuant to this Section 5.03, Monsanto shall have no further rights under Section 5.02 hereof, arising because of the Event of Default for which such conversion or payment was made hereunder. If the Company does not elect to convert all of the principal and accrued interest under any outstanding Loan into shares of common stock of the Company during the Election Period, then, within ten (10) days after such Election Period, Monsanto may, in addition to any other available remedies set forth in Section 8 hereof or at law or in equitythis Agreement, elect to convert up all or any portion of the remaining principal and accrued interest under such Loan into shares of common stock of the Company at the Default Average Market Price; provided, however, that in no event shall Monsanto elect to convert principal and accrued interest into more than three million (3,000,000) shares of common stock of the Company (as such number is adjusted for stock dividends, stock splits and similar events affecting holders of the Company's common stock) for each Loan. In order to exercise the conversion rights described above, at any time after the occurrence and during the continuation of an Event of Default, a party shall send a written notice (the "Default Conversion Notice") to the lesser other party, stating that the exercising party intends to exercise such conversion rights; provided, however, that, in the case of the Company, the Default Conversion Notice may only be given during the Election Period. The Default Conversion Notice shall specify (i) the then outstanding principal amount of this Note or (ii) 10% of the original principal amount of this Note, into and accrued interest that the number of shares of Common Stock of the Company ("Common Stock"), equal exercising party intends to the amount converted by the Noteholder upon such Event of Default convert (the "Default Conversion Amount") divided by $.001 and (ii) the date as of which such conversion shall take place (the "Default Conversion PriceDate"). Upon conversion, the Company which date shall pay all accrued and unpaid interest on the Default Conversion Amount. not be later than ten (b10) To exercise the Default Conversion Right, the Holder, on or before the 60th day days after the Maturity Date, but before payment in full of the then outstanding principal and interest under this Note, shall deliver to the Company, at its office at as set forth in section 11, or at such other place as is designated in writing by the Company, a notice (the "Conversion Notice") stating that the Holder is exercising the Default Conversion Right, the Default Conversion Amount and the name or names in which the Holder wishes the certificates for shares of Common Stock to be issued. (c) To the extent permitted by applicable law, upon exercise date of the Default Conversion RightNotice. Monsanto may, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise (the "Conversion Shares"), notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Conversion Shares shall not then have been actually delivered to the Holder. As soon as practicable in its sole discretion and in any event within five (5) business days after exercise its receipt of the any Default Conversion Right, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the Conversion Shares registered in the name of the Holder or its designee, provided that the Company may require the holder, by notice given to the Holder promptly after receipt of the Conversion Notice, as a condition to the delivery of such certificate or certificates, to present this Note to the Company for the placement hereon of a legend indicating that the Default Conversion Right has been exercised to the extent of the Default Conversion Amount, and this Note (unless thereby paid in full) shall be immediately returned to the Holder. (d) The issuance of any shares or other securities upon the exercise of the Default Conversion Right, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The Holder shall not have, solely on account of such status as a Holder of this Note, any rights of a stockholder of Notice from the Company, either at law or in equity, or any give written notice of meetings of stockholders or of any other proceedings of (the Company except as provided in this Note. (f) The Company shall at all times following the Issuance Date, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Default Conversion Right, such number of shares of Common Stock as shall, from time to time, be sufficient for the exercise of the Default Conversion Right in full. The Company covenants that all shares of Common Stock issuable upon exercise of the Default Conversion Right shall be validly issued, fully paid and nonassessable. (g) The anti-dilution protections set forth in Section 2(c) hereof shall apply as well to the Default Conversion Right and the adjustment of the Default Conversion Price hereunder, provided, however, that for purposes of such application all appropriate references to Preferred Stock shall be read as references to Common Stock and all references to the Conversion Price shall be read as references to the Default Conversion Price, so as to give the Default Conversion Rights, as nearly as practicable, the anti-dilution and other protections provided for in section 2(c) with respect to the Optional Conversion Right."Alternative