LOAN CONVERSION AGREEMENT
Exhibit
10.4
LOAN
CONVERSION AGREEMENT, dated
as
of August 7, 2007 (this “Agreement”),
between eMagin Corporation, a Delaware corporation (the “Company”),
and
Moriah Capital, L.P., a Delaware limited partnership (together with its
successors and any assignees, “Lender”).
WHEREAS,
Lender has contemporaneously entered into a Loan and Security Agreement, dated
as of the date hereof (as the same may be amended, the “Loan
Agreement”),
between Lender, as lender, and the Company, as borrower;
WHEREAS,
pursuant to the Loan Agreement, the outstanding principal and accrued and unpaid
interest due to Lender (“Loan
Indebtedness”)
under
the Note is convertible into such number of fully paid and nonassessable shares
(as may be adjusted pursuant to Section
4
hereof,
the “Shares”)
of
Common Stock, par value $0.001 per share (“Common
Stock”),
of
the Company, as equals (i) that portion of the Loan Indebtedness under the
Loan
Agreement that Lender elects to convert into Common Stock divided by (ii) the
Conversion Price (as defined below);
NOW,
THEREFORE, the parties agree as follows:
1. Conversion
Right; Term.
Subject
to the terms hereof, commencing on the date hereof and until the
first
to occur of (a) the date that the Loan Indebtedness is repaid in full in
accordance with the terms of the Loan Agreement or (b) the date that the
Loan Indebtedness is converted into Common Stock upon a Mandatory Conversion
(as
defined in Section
12
below)
(the
“Expiration
Date”),
Lender
shall have the right, at any time and from time to time, to convert (the
“Conversion
Right”)
any
amount of the Loan Indebtedness into such number of shares of Common Stock
that
shall be obtained by dividing the then-outstanding Loan Indebtedness by the
Conversion Price; provided, however, the total Loan Indebtedness that is
convertible hereunder shall not exceed Two Million Dollars ($2,000,000.00)
(the
“Conversion Limit”). To
the
extent not exercised by 5:00 P.M., New York City time, on the Expiration Date,
this Agreement shall completely and automatically terminate and expire, and
thereafter it shall be of no force or effect whatsoever.
1A. Conversion
Limitations.
Notwithstanding anything contained herein to the contrary, Lender shall not
be
entitled to convert pursuant to the hereof an amount that would be convertible
into that number of shares of Common Stock that would exceed the difference
between 4.99% of the issued and outstanding shares of Common Stock and the
number of shares of Common Stock beneficially owned by Lender (the “4.99%
Limitation”).
For
the purposes of the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulation 13d-3 thereunder. Lender may void the 4.99%
Limitation upon 75 days prior notice to the Company or without any notice
requirement upon an Event of Default.
1
In
the
event that Lender voids the 4.99% Limitation, Lender shall not be entitled
to
convert pursuant to the hereof an amount that would be convertible into that
number of shares of Common Stock that would exceed the difference between 9.99%
of the issued and outstanding shares of Common Stock and the number of shares
of
Common Stock beneficially owned by Lender (the “9.99%
Limitation”).
For
the purposes of the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulation 13d-3 thereunder. Lender may void the 9.99%
Limitation upon 75 days prior notice to the Company or without any notice
requirement upon an Event of Default.
2. Certain
Definitions.
The
terms set forth below shall have the following meanings. Capitalized terms
used
but not defined herein have the meanings given to them in the Loan
Agreement.
“Conversion
Price”
means
an
amount
per share of Common Stock equal to $1.50, which Conversion Price shall be
subject to adjustment as provided herein.
“Common
Stock Equivalent”
means
any warrant, option, subscription or purchase right with respect to shares
of
Common Stock, any security or property rights convertible into, exchangeable
for, or otherwise entitling the holder thereof to acquire, shares of Common
Stock or any warrant, option, subscription or purchase right with respect to
any
such convertible, exchangeable or other security.
“Current
Fair Market Value”
when
used with respect to the Common Stock as of a specified date means, with respect
to a share of Common Stock, the average of the closing prices of the Common
Stock sold on all securities exchanges including the NASD OTCBB, NASDAQ Capital
Market, the Nasdaq National Market, the American Stock Exchange or the New
York
Stock Exchange (each a “Trading
Market”)
on
which the Common Stock may at the time be listed, or, if there have been no
sales on any such exchange on such day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of regular trading such
day, or, if on such day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00
p.m.,
New York City time, or, if on such day the Common Stock is not quoted in the
NASDAQ System, the average of the highest bid and lowest asked price on such
day
in the domestic over-the-counter market as reported by the Pink Sheets, LLC,
or
any similar successor organization, in each such case averaged over a period
of
five Trading Days consisting of the day as of which the Current Fair Market
Value of Common Stock is being determined (or if such day is not a Trading
Day,
the Trading Day next preceding such day) and the
four
consecutive Trading Days prior to such day. If on the date for which Current
Fair Market Value is to be determined the Common Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Current Fair Market Value of Common Stock shall be the highest
price
per share of Common Stock at which the Company has sold shares of Common Stock
or Common Stock Equivalents to one or more unaffiliated third parties in a
bona
fide financing round during the 365 days prior to the date of such
determination. If no such sales were made during the 365 days prior to the
date
of such determination, the Current Fair Market Value of Common Stock shall
be
the price per share which the Company could then obtain from a willing buyer
on
an arms’-length basis (not an affiliate, employee or director of the Company at
the time of determination) for shares of Common Stock sold by the Company,
from
authorized but unissued shares, as determined in by an independent appraiser
mutually acceptable to, and unaffiliated with, the Company and Lender, whose
appraisal costs shall be paid by the Company.
2
“Trading
Day”
means
at any time a day on which the Trading Market on which the Common Stock may
be
listed is open for general trading of securities.
3. Deficiency
in Shares Available for Issuance.
If at
any time the Conversion Right is exercised the Company does not have available
for issuance upon such conversion as authorized and unissued shares or in its
treasury at least the number of shares of Common Stock required to be issued
pursuant hereto, then, at the election of Lender made by notice from Lender
to
the Company, the Conversion Right, to the extent that sufficient shares of
Common Stock are not then available for issuance upon conversion, shall be
converted into the right to receive from the Company, in lieu of the shares
of
Common Stock which the Company is unable to issue, payment in an amount equal
to
the product obtained by multiplying (a) the number of shares of Common
Stock which the Company is unable to issue times (b) the
Current Market Value of the Common Stock as of the Conversion Date. Such amount
shall further be deemed to be an Obligation under the Loan Agreement secured
by
the Collateral thereunder. Any payment of such amount shall be deemed to be
a
payment of principal plus a premium equal to the total amount payable less
the
principal portion of the Loan converted as to which such payment is required
to
be made because shares of Common Stock are not then available for issuance
upon
such conversion.
4. Conversion
Procedure.
(a) In
order
to exercise the conversion privilege hereunder, Lender shall give a Conversion
Notice in the form of Annex
A
(or such
other notice which is acceptable to the Company) to the Company.
(b) As
promptly as practicable, but in no event later than three (3) Business Days
after a Conversion Notice is given, the Company shall issue and shall deliver
to
Lender the number of full shares of Common Stock issuable upon such
conversion.
(c) (1) If
Lender
shall have given a Conversion Notice in accordance with the terms hereof, the
Company's obligation to issue and deliver the shares of Common Stock upon such
conversion shall be absolute and unconditional up to the amount of the
outstanding Loan Indebtedness (but not to exceed the Conversion Limit),
irrespective of any action or inaction by Lender to enforce the same, any waiver
or consent with respect to any provision hereof or of the Loan Agreement, the
recovery of any judgment against any person or any action to enforce the same,
any failure or delay in the enforcement of any other obligation of the Company
to Lender, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by Lender or any other person or entity of
any
obligation to the Company or any violation or alleged violation of law by Lender
or any other person or entity, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to Lender in connection
with such conversion; provided,
however, that
nothing herein shall limit or prejudice the right of the Company to pursue
any
such claim in any other manner permitted by applicable law.
3
(2) If
in any
case the Company shall fail to issue and deliver the shares of Common Stock
to
Lender upon Lender’s exercise of the Conversion Right in accordance with the
terms of this Agreement and the Loan Agreement within five (5) Business Days
after Lender gives the Conversion Notice, in addition to any other liabilities
the Company may have hereunder and under applicable law (A) the Company shall
pay or reimburse Lender on demand for all out-of-pocket expenses, including,
without limitation, reasonable fees and expenses of legal counsel, incurred
by
Lender as a result of such failure, (B) if as a result of such failure Lender
shall suffer any damages or liabilities (including, without limitation, margin
interest and the cost of purchasing securities to cover a sale (whether by
Lender or Lender's securities broker) or borrowing of shares of Common Stock
by
Lender for purposes of settling any trade involving a sale of shares of Common
Stock made by Lender, then the Company shall upon demand of Lender pay to Lender
an amount equal to the damages and liabilities suffered by Lender by reason
thereof which Lender documents to the reasonable satisfaction of the Company,
and (C) Lender may by written notice given at any time prior to delivery to
Lender of the shares of Common Stock issuable in connection with such exercise
of Lender's Conversion Right, rescind such exercise and the Conversion Notice
relating thereto.
5. Notices
of Certain Company Actions.
In
case
on or after the date of this Agreement:
(a) the
Company shall declare a dividend (or any other distribution) on its Common
Stock
(other than in cash out of retained earnings); or
(b) the
Company shall authorize the granting to the holders of its Common Stock of
rights or warrants to subscribe for or purchase any share of any class or any
other rights or warrants;
the
Company shall give Lender, as promptly as possible but in any event at least
ten
(10) Business Days prior to the applicable date hereinafter specified, a notice
stating the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined. Such notice
shall
not include any information which would be material non-public information
for
purposes of the Securities Exchange Act of 1934, as amended. Failure to give
such notice, or any defect therein, shall not affect the legality or validity
of
such dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Company gives such notice to Lender or is required to give such
notice to Lender, Lender shall be entitled to give a Conversion Notice which
is
contingent on the completion of such action.
6. Stock
Fully Paid, Reservation of Shares.
All
Shares that may be issued upon the exercise of the rights represented by this
Agreement will, upon issuance, be duly authorized, fully paid and nonassessable,
and will be free from all Liens with respect to the issue thereof. During the
period within which the Conversion Right may be exercised, the Company will
at
all times have authorized, and reserved for the exercise of the Conversion
Right
a sufficient number of shares of its Common Stock to enable the Company to
fulfill its obligation hereunder.
4
7. Adjustment
of Conversion Price and Number of Shares.
The
number and kind of securities purchasable upon conversion, and the Conversion
Price, shall be subject to the adjustment from time to time upon the occurrence
of certain events, as follows:
(a)Adjustment
for Common Stock Dividends and Distributions.
If the
Company makes, or fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock or Common Stock Equivalents, in each such
event the Conversion
Price that is then in effect shall be decreased as of the time of such issuance
or, in the event such record date is fixed, as of the
close
of business on such record date,
by
multiplying the Conversion
Price then in effect by a fraction (i) the
numerator of which is the total number of shares of Common Stock and Common
Stock Equivalents issued and outstanding immediately prior to the time of such
issuance or the
close
of business on such record date,
and
(ii) the
denominator of which is the total number of shares of Common Stock and Common
Stock Equivalents issued and outstanding immediately prior to the time of such
issuance or the
close
of business on such record date plus
the
number of shares of Common Stock or Common Stock Equivalents issuable in payment
of such dividend or distribution; provided,
however,
that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Conversion
Price shall be recomputed accordingly as of the
close
of business on such record date and
thereafter the Conversion
Price shall be adjusted pursuant to this Section 4(a) to reflect the actual
payment of such dividend or distribution.
(b) Adjustments
for Stock Splits, Stock Subdivisions and Combinations.
If the
Company subdivides or combines the Common Stock, (1) in
the
case of a subdivision (including a stock split), the Conversion
Price in effect immediately
prior to such event
shall be proportionately decreased and the number of shares of Common Stock
purchasable thereunder shall be proportionately increased, and (2) in
the
case of a combination (including a reverse stock split), the Conversion
Price in effect immediately
prior to such event
shall be proportionately increased and the number of shares of Common Stock
purchasable thereunder shall be proportionately decreased. Any adjustment under
this Section
shall
become effective at the
close
of business on the date the
subdivision or combination becomes effective.
(c) Adjustments
for Reclassification, Reorganization and Consolidation.
In case
of (1) any
reclassification, reorganization, change or conversion of securities of the
Common Stock (other than a change in par value) into other shares or securities
of the Company, (2) any
merger or consolidation of the Company with or into another entity (other than
a
merger or consolidation with another entity in which the Company is the
acquiring and the surviving entity and that does not result in any
reclassification or change of the Common Stock),
or
(3) any
sale
of all or substantially all the assets of the Company, Lender
shall have the right to receive, in lieu of the shares of Common Stock
into
which the Loan Indebtedness is convertible, the kind and amount of shares of
stock and other securities, money and property receivable upon such
reclassification, reorganization, change, merger or consolidation or sale upon
conversion by Lender of the maximum number of shares of Common Stock into which
the Loan Indebtedness could
have been converted immediately
prior to such reclassification,
reorganization, change, merger or consolidation or sale, all subject to further
adjustment as provided herein or with respect to such other securities or
property by the terms thereof. The provisions of this Section
shall
similarly attach to successive reclassifications, reorganizations, changes,
mergers or consolidations.
5
(d) Recapitalizations.
If at
any time there occurs a recapitalization of the Common Stock (other than a
subdivision, combination, or merger or sale of assets otherwise provided for
in
Section 7(c),
Lender
shall
be
entitled to receive, upon exercise of the Conversion Right and the giving of
the
Conversion Notice, the
number of shares of capital stock or other securities or property of the Company
or otherwise to which a holder of the Common Stock deliverable upon conversion
would have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this
Section
(including adjustment of the Conversion
Price then in effect and the number of shares purchasable upon exercise of
the
Conversion Right hereunder)
with
respect to the rights of Lender after
the
recapitalization so that the provisions of this Section
shall be
applicable after that event as nearly equivalent as may be
practicable.
(e) No
Impairment.
The
Company shall not, by amendment of its Certificate of Incorporation or bylaws,
or through any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of
the terms to be observed or performed hereunder by the Company, but will at
all
times in good faith assist in the carrying out of all the provisions of this
Agreement and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of Lender against
impairment.
(f) Notice
of Adjustments.
Whenever the consideration issuable upon a conversion hereunder shall be changed
pursuant to this Agreement, the Company shall prepare a certificate setting
forth, in reasonable detail, the event requiring the change and the kind and
amount of shares of stock and other securities, money and property subsequently
issuable upon a conversion hereof. Such certificate shall be signed by its
chief
financial officer and shall be delivered to Lender or such other person as
Lender or any successor notice recipient may designate.
(g) Fractional
Shares.
No
fractional shares of Common Stock will be issued in connection with any exercise
hereunder, but in lieu of such fractional shares the Company shall round up
the
number of shares issuable in connection with such exercise to the next whole
share.
(h) Mandatory
Conversion.
If the
following conditions are met, then the Company may, on not less than fifteen
(15) days prior written notice (“Mandatory
Conversion Notice”)
to
Lender (“Mandatory
Conversion Notice Date”),
demand that all, but not less than all, of the outstanding Loan Indebtedness
be
converted into Common Stock on the terms set forth herein (a “Mandatory
Conversion”):
6
(1) The
Company’s Common Stock, trading on any Trading Market, has a Current Market
Value equal to $3.50 (as adjusted in accordance with the terms hereof) or
more
for ten (10) consecutive Trading Days (the “Mandatory Conversion Measurement
Period”).
(2) All
of
the shares of Common Stock into which the Loan Indebtedness is convertible
are
then freely tradable under an effective registration statement filed with
the
Securities and Exchange Commission or pursuant to Rule 144 of the Rules and
Regulations promulgated under the Securities Act of 1933, as amended, and
Lender
shall have received an opinion of counsel to the Company as may be necessary
or
requested by Lender to allow such resales, provided the Company and its counsel
receive reasonably requested representations from Lender and its broker,
if any.
(3) Each
of
the representations and warranties made by or on behalf of the Company to
Lender
in this Agreement and in other Loan Documents shall be true and correct in
all
material respects as of the Mandatory Conversion Notice Date (provided that
any
such representation or warranty that is qualified as to materiality shall
be
true and correct in all respects), and Lender shall have received a
certification from a Responsible Officer with respect to the foregoing in
form
and substance satisfactory to Lender.
(4) The
Company shall have duly and properly performed, complied with and observed
each
of its covenants, agreements and obligations contained in this Agreement
and the
other Loan Documents as of the Mandatory Conversion Notice Date, and Lender
shall have received a certification from a Responsible Officer with respect
to
the foregoing in form and substance satisfactory to Lender.
(5) No
event
shall have occurred on or prior to the Mandatory Conversion Notice Date or
at
any time thereafter and be continuing as of the date of the Mandatory
Conversion, and no condition shall exist on the Mandatory Conversion Notice
Date
or at any time thereafter and be continuing as of the date of the Mandatory
Conversion, which constitutes an Event of Default or which would, with notice
or
the lapse of time, or both, constitute an Event of Default under this Agreement
or any of the other Loan Documents, and Lender shall have received a
certification from a Responsible Officer with respect to the foregoing in
form
and substance satisfactory to Lender.
The
Mandatory Conversion Notice shall be accompanied by a certificate of the
Company
setting forth, in reasonable detail, the calculation of the Current Fair
Market
Value of the Common Stock and the number of Shares issuable upon the Mandatory
Conversion. Such certificate shall be signed by the Company’s chief financial
officer and shall be delivered to Lender or such other person as Lender or
any
successor notice recipient may designate.
Notwithstanding
the foregoing, the Company may not effect a Mandatory Conversion in the event
that the number of shares of Common Stock issuable upon such Mandatory
Conversion would exceed the number of shares of Common Stock that could be
sold
over a period of twenty (20) Trading Days based on twenty five percent (25%)
of
the average daily trading volume of the Common Stock on the Trading Market
during the Mandatory Conversion Measurement Period.
7
8. Compliance
with Securities Act; Disposition of Shares of Stock.
The
Company is obligated to register the shares to be issued upon conversion under
the Securities Act of 1933, as amended, pursuant to the Registration Rights
Agreement. Until such shares are duly registered, Lender will not offer, sell
or
otherwise dispose of any such Shares except under circumstances which will
not
result in a violation of applicable securities laws.
9. Rights
as Shareholder.
Lender
shall not be entitled to vote or, subject to Section
4(a),
receive
dividends with respect to, or be deemed the holder of, Shares issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon Lender, as such, any right to vote for the election
of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to receive notice of meetings, or to receive dividends or subscription rights
or otherwise, until the
Conversion Right shall have been exercised and the Shares purchasable upon
the
exercise hereof shall have become deliverable, as provided herein.
10. Representations
and Warranties of Company.
The
Company represents and warrants to Lender as follows:
(a) This
Agreement has been duly authorized and executed by the Company and is a valid
and binding obligation of the Company enforceable in accordance with its
terms.
(b) The
Shares have been duly authorized and reserved for issuance by the Company and,
when issued in accordance with the terms hereof, will be validly issued, fully
paid and nonassessable.
(c) The
execution and delivery of this Agreement are not, and the issuance of the Shares
upon conversion under this Agreement in accordance with the terms hereof will
not be, inconsistent with the Company’s charter or bylaws, as amended, and do
not and will not constitute a default under, any indenture, mortgage, contract
or other agreement or instrument of which the Company is a party or by which
it
is otherwise bound.
11. Miscellaneous.
(a) Notices.
All
notices, requests and demands to or upon the respective parties hereto shall
be
given in writing and shall be deemed to have been duly given or made upon
receipt by the receiving party. All notices, requests and demands are to be
given or made to the respective parties at the following addresses (or to such
other addresses as either party may designate by notice in accordance with
the
provisions of this paragraph):
8
If
to the
Company:
00000
X.X. 0xx
Xxxxxx
Xxxxx
0000
Xxxxxxxx,
Xxxxxxxxxx 00000
Attention:
Xxxx Xxxxxxx
With
a
copy
to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx X. Xxxxxxxx, Esq.
If
to
Lender:
Moriah
Capital, L.P.
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx Xxxxxxxxxxx
With
a
copy
to:
Xxxxx
Xxxxxx Xxxxxxxx & Xxxxxx LLP
000
Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx Xxxxx, Esq.
(b) Amendments.
The
terms of this Agreement shall not be amended, altered, modified, supplemented
or
terminated in any manner whatsoever except by a written instrument signed by
the
parties hereto. The terms of this Agreement shall not be waived except by a
written instrument signed by the party to be charged with such
waiver.
(c) Binding
on Successors.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns in accordance with, and
subject to, the terms of the Loan Agreement.
(d) Invalidity.
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(d) Section
or Paragraph Headings.
Section
and paragraph headings are for convenience only and shall not be construed
as
part of this Agreement.
(e) Governing
Law.
This
Agreement shall be construed in accordance with, and shall be governed by,
the
laws of the State of New York (without giving effect to conflict of law
rules.
(f) Counterparts.
This
Agreement may be executed in counterparts and by facsimile or electronic
signature, each of which when so executed, shall be deemed an original, but
all
of which shall constitute but one and the same instrument.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF,
the
parties have executed this Loan Conversion Agreement as of the date set forth
below.
| EMAGIN CORPORATION | |||
|
Dated:
August 7,
2007
|
By:
|
/s/ K.C. Park | |
|
Name:
K.C. Park
|
|||
|
Title: Interim
CEO
|
|||
|
MORIAH
CAPITAL, L.P.
|
|||
| By:
Moriah Capital Management, L.P.,
General
Partner
|
|||
| By:
Moriah Capital Management, GP, LLC,
General
Partner
|
|||
|
|
By:
|
/s/ Alexandre Speaker | |
| Name: Alexandre Speaker | |||
| Title: General Partner | |||
10
Annex
A
NOTICE
OF CONVERSION
To: eMagin
Corporation
1. The
undersigned hereby elects to purchase _____ shares of Common Stock of eMagin
Corporation in accordance with the terms of the attached Agreement, and tenders
herewith a certificate of an executive officer of Moriah Capital, L.P. setting
forth the amount of Loan Indebtedness to be cancelled, which amount is equal
to
the then applicable Conversion Price per share multiplied by the number of
Shares being purchased, which represents full payment of the purchase price
of
such shares.
2. Please
issue a certificate or certificates representing said shares in the name of
the
undersigned or in such other name or names as are specified below:
Name:
Address:
3. The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.
Signature:__________________________
Name:_____________________________
Address:___________________________
_________________________________
_________________________________
Social
Security or Taxpayer Identification No.:
11
