Common use of Holders Conversion Rights Clause in Contracts

Holders Conversion Rights. The Holder shall have the right at all times, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note plus accrued interest, into shares of Common Stock (the “Conversion Shares”), subject to the terms and conditions set forth in this Article II at the rate of $0.15 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreement. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.2. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in no event shall the Borrower be required to register any shares of common stock issuable upon the conversion of accrued and unpaid interest prior to the Holder exercising such conversion right as set forth in the preceding paragraph. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in the event that publicly-available written guidance, rules of general applicability of the Securities and Exchange Commission (the “SEC”) staff, or written comments, requirements or request of the SEC staff to the Borrower in connection with the review of any registration statement, in any case (the "SEC Guidance") does not permit the Borrower’s initial registration statement (the “Initial Registration Statement”) to include all of the Conversion Shares, then the Borrower will use reasonable best efforts to file such additional registration statements (the "Subsequent Registration Statements") at the earliest practicable date on which the Borrower is permitted by SEC Guidance to file such Subsequent Registration Statements related to the Conversion Shares. If any SEC Guidance sets forth a limitation on the number of the Conversion Shares to be registered on a particular registration statement, the number of Conversion Shares to be registered on such registration statement will be reduced on a pro rata basis among all Note Holders based on the total number of unregistered Conversion Shares.

Holders Conversion Rights. The At any time the Holder shall have the right at all timesright, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note plus accrued interestNote, together with interest due hereon, into shares of Common Stock restricted common stock in the Borrower (the “Conversion Shares”), subject to the terms and conditions set forth in this Article II at the rate of $0.15 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreementherein. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.2. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in no event shall the Borrower be required to register any shares of common stock issuable upon the conversion of accrued and unpaid interest prior to the Holder exercising such conversion right (as set forth in below). The Shares to be issued upon such conversion are herein referred to as the preceding paragraph. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in “Conversion Shares.” (a) In the event that publicly-available written guidancethe Holder elects to convert any amounts outstanding under this Note into Shares, rules the Holder shall give notice of general applicability such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Securities Principal Amount and Exchange Commission accrued interest being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the “SEC”Holder shall make the appropriate reduction to the Principal Amount and accrued interest as entered in its records and shall provide written notice thereof to the Borrower within two (2) staff, business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or written comments, requirements or request of the SEC staff faxed to the Borrower in connection accordance with the review provisions hereof shall be deemed a “Conversion Date”. A form of any registration statementNotice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower shall deliver to the Holder a certificate representing the Conversion Shares within three (3) business days after the expiration of the period set forth in any case (the "SEC Guidance"Section 4(d) does not permit the Borrower’s initial registration statement below (the “Initial Registration StatementDelivery Date”) to include all ). In the case of the Conversion Shares, then exercise of the Borrower will use reasonable best efforts conversion rights set forth herein the conversion privilege shall be deemed to file such additional registration statements (the "Subsequent Registration Statements") at the earliest practicable date on which the Borrower is permitted by SEC Guidance to file such Subsequent Registration Statements related to the Conversion Shares. If any SEC Guidance sets forth a limitation on the number of have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be registered on a particular registration statementtreated for all purposes as the record holder of such Shares, unless the Holder provides the Borrower written instructions to the contrary. (c) The number of Conversion Shares to be registered on such registration statement will issued upon each conversion of this Note shall be reduced on determined by dividing that portion of the Principal Amount and interest to be converted, if any, by 0.35. (d) Upon the receipt of a pro rata basis among all Note Holders based on Conversion Notice from Holder, the total number Borrower shall have fifteen (15) days to redeem the Principal Amount and accrued interest specified in the Conversion Notice. If upon expiration of unregistered the period specified above, the Borrower does not redeem the amount specified in the Conversion SharesNotice, the Borrower shall deliver the Shares to the Holder as specified herein.

Holders Conversion Rights. The At any time the Holder shall have the right at all timesright, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note plus accrued interestNote, together with interest due hereon, into shares of Common Stock restricted common stock in the Borrower (the “Conversion Shares”), subject to the terms and conditions set forth in this Article II at the rate of $0.15 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreementherein. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.2. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in no event shall the Borrower be required to register any shares of common stock issuable upon the conversion of accrued and unpaid interest prior to the Holder exercising such conversion right (as set forth in below). The Shares to be issued upon such conversion are herein referred to as the preceding paragraph. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in “Conversion Shares.” (a) In the event that publicly-available written guidancethe Holder elects to convert any amounts outstanding under this Note into Shares, rules the Holder shall give notice of general applicability such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Securities Principal Amount and Exchange Commission accrued interest being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the “SEC”Holder shall make the appropriate reduction to the Principal Amount and accrued interest as entered in its records and shall provide written notice thereof to the Borrower within two (2) staff, business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or written comments, requirements or request of the SEC staff faxed to the Borrower in connection accordance with the review provisions hereof shall be deemed a “Conversion Date”. A form of any registration statementNotice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower shall deliver to the Holder a certificate representing the Conversion Shares within three (3) business days after the expiration of the period set forth in any case (the "SEC Guidance"Section 4(d) does not permit the Borrower’s initial registration statement below (the “Initial Registration StatementDelivery Date”) to include all ). In the case of the Conversion Shares, then exercise of the Borrower will use reasonable best efforts conversion rights set forth herein the conversion privilege shall be deemed to file such additional registration statements (the "Subsequent Registration Statements") at the earliest practicable date on which the Borrower is permitted by SEC Guidance to file such Subsequent Registration Statements related to the Conversion Shares. If any SEC Guidance sets forth a limitation on the number of have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be registered on a particular registration statementtreated for all purposes as the record holder of such Shares, unless the Holder provides the Borrower written instructions to the contrary. (c) The number of Conversion Shares to be registered on such registration statement will issued upon each conversion of this Note shall be reduced on determined by dividing that portion of the Principal Amount and interest to be converted, if any, by 0.20. (d) Upon the receipt of a pro rata basis among all Note Holders based on Conversion Notice from Holder, the total number Borrower shall have fifteen (15) days to redeem the Principal Amount and accrued interest specified in the Conversion Notice. If upon expiration of unregistered the period specified above, the Borrower does not redeem the amount specified in the Conversion SharesNotice, the Borrower shall deliver the Shares to the Holder as specified herein.

Holders Conversion Rights. The At any time after August 1, 2010, the Holder shall have the right at all timesright, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note plus accrued interestNote, together with interest due hereon, into shares of Common Stock the Borrower’s common stock (the “Conversion SharesCommon Stock”), subject to the terms and conditions set forth in this Article II at the rate of $0.15 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreementherein. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant (as set forth below). The shares of Common Stock to Section 3.2. Notwithstanding anything be issued upon such conversion are herein referred to as the “Conversion Shares.” (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the contrary Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount and accrued interest being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount and accrued interest as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or faxed to the Borrower in accordance with the provisions hereof shall be deemed a “Conversion Date”. A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent within five (5) business days of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder within three (3) business days after receipt by the transfer agent of the Borrower’s instructions (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary. (c) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal Amount and interest to be converted, if any, by 50% of the volume weighted average of the Borrower’s Common Stock for the previous 22 trading days, as quoted on the Over-the-Counter Bulletin Board. (d) Upon the receipt of a Conversion Notice from Holder, the Borrower shall have fifteen (15) days to redeem the Principal Amount and accrued interest specified in the Subscription AgreementConversion Notice. If upon expiration of the period specified above, the Borrower does not redeem the amount specified in the Conversion Notice, the Borrower shall deliver the shares of Common Stock to the Holder as specified herein. (e) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in no each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event shall bears to the total number of shares of Common Stock outstanding immediately prior to such event. (f) During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be required duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note shall constitute full authority to register any its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of common stock issuable Common Stock upon the conversion of this Note. (g) If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and unpaid interest kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to the Holder exercising such conversion right as set forth in the preceding paragraph. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in the event that publicly-available written guidance, rules of general applicability of the Securities and Exchange Commission (the “SEC”) staff, reclassification or written comments, requirements or request of the SEC staff to the Borrower in connection with the review of any registration statement, in any case (the "SEC Guidance") does not permit the Borrower’s initial registration statement (the “Initial Registration Statement”) to include all of the Conversion Shares, then the Borrower will use reasonable best efforts to file such additional registration statements (the "Subsequent Registration Statements") at the earliest practicable date on which the Borrower is permitted by SEC Guidance to file such Subsequent Registration Statements related to the Conversion Shares. If any SEC Guidance sets forth a limitation on the number of the Conversion Shares to be registered on a particular registration statement, the number of Conversion Shares to be registered on such registration statement will be reduced on a pro rata basis among all Note Holders based on the total number of unregistered Conversion Sharesother change.