CONVERTIBLE DEBENTURE
Exhibit
10.2
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING
OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
FORM
OF CONVERTIBLE DEBENTURE
Company: Catalyst Group
Holdings Corp.
Company Address: 0000
Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000
Closing Date: As
set forth in the Purchase and Share Exchange Agreement
Maturity Date: Six month
anniversary of the Closing Date.
Principal Amount:
$250,000
Interest
Rate: 10% per annum payable in
full on the Maturity Date
Conversion
Ratio: one (1) share of common stock for every $1.00 of
Debt
Holder:
Rep’s Web
Catalyst
Group Holdings Corp., a Delaware corporation, and any successor or
resulting corporation by way of merger, consolidation, sale or exchange of all
or substantially all of the assets or otherwise (the “Company”), for value
received, hereby promises to pay to the Holder (as such term is hereinafter
defined), or such other Person (as such term is hereinafter defined) upon order
of the Holder, on the Maturity Date, the Principal Amount (as such term is
hereinafter defined), as such sum may be adjusted pursuant to this Convertible
Debenture, and to pay interest thereon from the Closing Date, at the rate of
ten percent (10.0%) per annum (the “Debenture Interest Rate”),
until the Principal Amount of this Debenture has been paid in
full. All interest payable on the Principal Amount of this Debenture
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed. Payment of principal or interest or
both of this Debenture shall be in cash or, at the option of the
Company, in shares of Common Stock of the Company valued at the then applicable
Conversion Price (as defined herein).
DEFINITIONS
SECTION 1.2
Definitions. The
terms defined in this Article whenever used in this Debenture have the following
respective meanings:
(i) “Affiliate” has the meaning
ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended.
(ii) “Bankruptcy Code” means the
United States Bankruptcy Code of 1986, as amended (11 U.S.C. §§ 101 et. seq.).
(iii) “Business Day” means a day
other than Saturday, Sunday or any day on which banks located in the State of
California are authorized or obligated to close.
(iv) “Capital Shares” means the
Common Stock and any other shares of any other class or series of capital stock,
whether now or hereafter authorized and however designated, which have the right
to participate in the distribution of earnings and assets (upon dissolution,
liquidation or winding-up) of the Company.
(v) “Common Shares” or “Common Stock” means shares of
the Company’s Common Stock.
(vi) “Common Stock Issued at
Conversion”, when used with reference to the securities deliverable upon
conversion of this Debenture, means all Common Shares now or hereafter
Outstanding and securities of any other class or series into which this
Debenture hereafter shall have been changed or substituted, whether now or
hereafter created and however designated.
(vii) “Conversion” or “conversion” means the
repayment by the Company of the Principal Amount of this Debenture by the
delivery of Common Stock on the terms provided in Section 3, and
“convert,” “converted,” “convertible” and like words
shall have a corresponding meaning.
1
(viii) “Conversion Date” means any
day on which all or any portion of the Principal Amount of this Debenture is
converted in accordance with the provisions hereof.
(ix) “Conversion Notice” means a
written notice of conversion substantially in the form annexed hereto as Exhibit
A.
(x) “Conversion Ratio” on any date
of determination means the applicable ratio f for the conversion of this
Debenture into Common Shares on such day as set forth in Section 3.
(xi) Debenture” or “Debentures” means this
Convertible Debenture of the Company or such other convertible debenture(s)
exchanged therefor as provided in Section 2.1.
(xii) “Event of Default” has the
meaning set forth in Section 6.1.
(xiii) “Holder” means the person or
entity to which this Debenture is issued, any successor thereto, or any Person
to whom this Debenture is subsequently transferred in accordance with the
provisions hereof.
(xiv) “Maximum Rate” has the meaning
set forth in Section 6.4.
(xv) “Outstanding” when used with
reference to Common Shares or Capital Shares (collectively, “Shares”) means, on any date
of determination, all issued and outstanding Shares, and includes all such
Shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in such Shares; provided, however, that any
such Shares directly or indirectly owned or held by or for the account of the
Company or any Subsidiary of the Company shall not be deemed “Outstanding” for purposes
hereof.
(xvi) “Person” means an individual,
a corporation, a partnership, an association, a limited liability company, an
unincorporated business organization, a trust or other entity or organization,
and any government or political subdivision or any agency or instrumentality
thereof.
(xvii) “Principal Amount” means, for
any date of calculation, the principal sum set forth in the first paragraph of
this Debenture.
(xviii) “SEC” means the United States
Securities and Exchange Commission.
(xix) “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC
thereunder, all as in effect at the time.
(xx) “Subsidiary” means any entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are owned directly or indirectly by the Company.
All
references to “cash” or “$” herein means currency of the United States of
America.
2
ARTICLE
2
EXCHANGES,
TRANSFER AND REPAYMENT
SECTION
2.1 Registration of Transfer of
Debentures. This Debenture, when presented for registration of transfer,
shall (if so required by the Company) be duly endorsed, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
duly executed, by the Holder duly authorized in writing.
SECTION
2.2 Loss, Theft, Destruction of
Debenture. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Debenture and, in
the case of any such loss, theft or destruction, upon receipt of indemnity or
security reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Debenture, the Company shall
make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
Debenture, a new Debenture of like tenor and unpaid Principal Xxxxxx dated as of
the date hereof. This Debenture shall be held and owned upon the
express condition that the provisions of this Section 2.2 are exclusive with
respect to the replacement of a mutilated, destroyed, lost or stolen Debenture
and shall preclude any and all other rights and remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement of negotiable instruments or other securities without the surrender
thereof.
SECTION
2.3 Who Deemed Absolute
Owner. The Company may deem the Person in whose name this
Debenture shall be registered upon the registry books of the Company to be, and
may treat it as, the absolute owner of this Debenture (whether or not this
Debenture shall be overdue) for the purpose of receiving payment of or on
account of the Principal Amount of this Debenture, for the conversion of this
Debenture and for all other purposes, and the Company shall not be affected by
any notice to the contrary. All such payments and such conversions
shall be valid and effectual to satisfy and discharge the liability upon this
Debenture to the extent of the sum or sums so paid or the conversion or
conversions so made.
SECTION
2.4
Repayment at
Maturity. At the Maturity Date, the Company, in its sole and
absolute discretion may either repay the outstanding Principal Amount
of this Debenture in whole or in part in cash, together with all
accrued and unpaid interest thereon, in cash, to the Maturity Date or, shall
convert the outstanding Principal Amount of this Debenture and accrued and
unpaid interest thereon, into common stock at the Conversion Ratio as calculated
pursuant to this Agreement.
ARTICLE
3
CONVERSION
OF DEBENTURE
SECTION
3.1 Conversion; Conversion
Ratio; Valuation Event. At the option of the Company, this
Debenture may be converted, either in whole or in part, up to the full Principal
Amount plus accrued interest hereof into Common Shares at any time
and from time to time on any Business Day, subject to compliance with Section
3.2. The number of Common Shares into which this Debenture may be converted is
equal to the dollar amount of the Debenture being converted multiplied by one
(1) the “Conversion Ratio”. In the event of any
recapitalization or reorganization, the Conversion Ratio shall be adjusted
accordingly.
SECTION
3.2 Exercise of Conversion
Privilege. (a) Conversion of this Debenture may be exercised
on any Business Day by the Company or the Holder by telecopying an executed and
completed Conversion Notice to the Holder (the “Conversion
Date”). The Company shall convert this Debenture and issue the Common
Stock Issued at Conversion in the manner provided below in this Section 3.2, and
all voting and other rights associated with the beneficial ownership of the
Common Stock Issued at Conversion shall vest with the Holder, effective as of
the Conversion Date at the time specified in the Conversion
Notice. The Conversion Notice also shall state the name or names
(with addresses) of the persons who are to become the holders of the Common
Stock Issued at Conversion in connection with such conversion. As promptly as
practicable after the receipt of the Conversion Notice as aforesaid, but in any
event not more than five(5) Business Days after either
party’s delivery of such Conversion Notice, the Company shall (i)
issue the Common Stock Issued at Conversion in accordance with the provisions of
this Article 3 and (ii) cause to be mailed for delivery by overnight courier a
certificate or certificate(s) representing the number of Common Shares to which
the Holder is entitled by virtue of such conversion, and cash, as provided in
Section 3.3, as applicable, representing the amount of accrued and unpaid
interest on this Debenture as of the Conversion Date if paid in
cash. Such conversion shall be deemed to have been effected at the
time at which the Conversion Notice indicates, and at such time the rights of
the Holder of this Debenture, as such (except if and to the extent that any
Principal Amount thereof remains unconverted), shall cease and the Person and
Persons in whose name or names the Common Stock Issued at Conversion shall be
issuable shall be deemed to have become the holder or holders of record of the
Common Shares represented thereby, and all voting and other rights associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons. The Conversion Notice shall constitute a
contract between the Holder and the Company, whereby the Holder shall be deemed
to subscribe for the number of Common Shares which it will be entitled to
receive upon such conversion and, in payment and satisfaction of such
subscription to surrender this Debenture and to release the Company from all
liability thereon (except if and to the extent that any Principal Amount thereof
remains unconverted). No cash payment aggregating less than $1.00
shall be required to be given unless specifically requested by the
Holder.
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SECTION
3.3 Fractional
Shares. No fractional Common Shares or scrip representing
fractional Common Shares shall be delivered upon conversion of this
Debenture. Instead of any fractional Common Shares which otherwise
would be delivered upon conversion of this Debenture, the Company shall round up
to the next whole share. No cash payment of less than $1.00 shall be
required to be given unless specifically requested by the Holder.
SECTION
3.4 Adjustments. The
Conversion Ratio and the number of shares deliverable upon conversion
of this Debenture are subject to adjustment from time to time as
follows:
(i) In
case the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another entity (where the Company is not the
survivor (each, a “Fundamental Corporate
Change”) the Conversion Ratio shall be adjusted to reflect the
Fundamental Corporate Change.
SECTION
3.5 Surrender of
Debentures. Upon any redemption of this Debenture or upon
maturity, the Holder shall either deliver this Debenture by hand to the Company
at its principal executive offices or surrender the same to the Company at such
address by nationally recognized overnight courier. Payment of the
redemption price or the amount due on maturity shall be made by the Company to
the Holder against receipt of this Debenture (unless converted and paid in
common stock) by wire transfer of immediately available funds to such account(s)
as the Holder shall specify by written notice to the Company (if the Company has
not elected to pay this debenture with shares of its Common Stock.
ARTICLE
4
STATUS; RESTRICTIONS
ON TRANSFER
SECTION
4.1 Status of
Debenture. This Debenture constitutes a legal, valid and
binding obligation of the Company, enforceable in accordance with its terms
subject, as to enforceability, to general principles of equity and to principles
of bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors’ rights and remedies
generally.
SECTION
4.2 Restrictions on
Transfer. This Debenture, and any Common Shares deliverable
upon the conversion hereof, have not been registered under the Securities
Act. The Holder by accepting this Debenture agrees that this
Debenture and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and until (i) the Company has received the opinion of counsel for the Holder
that this Debenture or such shares may be sold pursuant to an exemption from
registration under the Securities Act or (ii) a registration statement relating
to this Debenture or such shares has been filed by the Company and declared
effective by the SEC.
Each
certificate for shares of Common Stock deliverable hereunder shall bear a legend
as follows unless and until such securities have been sold pursuant to an
effective registration statement under the Securities Act:
“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered for sale, sold or otherwise transferred except (i)
pursuant to an effective registration statement under the Securities Act or (ii)
pursuant to an exemption from registration under the Securities Act in respect
of which the issuer of this certificate has received an opinion of counsel
satisfactory to the issuer of this certificate to such effect. Copies
of the agreement covering both the purchase of the securities and restrictions
on their transfer may be obtained at no cost by written request made by the
holder of record of this certificate to the Secretary of the issuer of this
certificate at the principal executive offices of the issuer of this
certificate.”
ARTICLE
V.
COVENANTS
SECTION
5.1 Inspection of Property, Books
and Records. So long as this Debenture shall be outstanding,
the Company shall keep proper books of record and account in which full, true
and correct entries shall be made of all material dealings and transactions in
relation to its business and activities and shall permit representatives of the
Holder at the Holder’s expense to visit and inspect any of its respective
properties, to examine and make abstracts from any of its respective books and
records, not reasonably deemed confidential by the Company, and to discuss its
respective affairs, finances and accounts with its respective officers and
independent public accountants, all at such reasonable times and as often as may
reasonably be desired.
4
ARTICLE
VI.
EVENTS
OF DEFAULT; REMEDIES
SECTION
6.1 Events of
Default. “Event of Default” wherever
used herein means any one of the following events:
A.The
Company shall default in the payment of principal of or interest on this
Debenture as and when the same shall be due and payable and, such default shall
continue for ten (10) Business Days after the date such payment was due, or the
Company shall fail to perform or observe any other covenant, agreement, term,
provision, undertaking or commitment under this Debenture, and such default
shall continue for a period of ten (10) Business Days after the delivery to the
Company of written notice that the Company is in default hereunder or
thereunder;
B.Any of
the representations or warranties made by the Company herein, shall be false or
misleading in a material respect on the Closing Date;
C (i).The
Company or any Subsidiary admits in writing its inability to pay its debts
generally or makes a general assignment for the benefit of creditors, (ii.)
institutes or has instituted against it any proceeding seeking to
adjudicate it a bankrupt or insolvent, (iii.) liquidation, winding-up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors including any plan of compromise or arrangement or other
corporate proceeding involving or affecting its creditors or (iv) the entry of
an order for relief or the appointment of a receiver, trustee or other similar
person for it or for any substantial part of its properties and assets, and in
the case of any such official proceeding instituted against it (but not
instituted by it), either the proceeding remains undismissed or unstayed for a
period of sixty (60) calendar days, or any of the actions sought in such
proceeding (including the entry of an order for relief against it or the
appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its properties and assets) occurs or (v) takes
any corporate action to authorize any of the above actions;
D.The
entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company or any Subsidiary a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the Bankruptcy Code or any
other applicable Federal or state law, or appointing a receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of the Company or
of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and any such decree or order continues and is
unstayed and in effect for a period of sixty (60) calendar days;
E.The
institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under the Bankruptcy Code or any
other applicable federal or state law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee, trustee
or sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as and when they become due, or the taking of corporate action by the
Company in furtherance of any such action;
F.A final
judgment or final judgments for the payment of money shall have been entered by
any court or courts of competent jurisdiction against the Company and remains
undischarged for a period (during which execution shall be effectively stayed)
of thirty (30) days, provided that the
aggregate amount of all such judgments at any time outstanding (to the extent
not paid or to be paid, as evidenced by a written communication to that effect
from the applicable insurer, by insurance) exceeds One Hundred Thousand Dollars
($100,000);
X.Xx
becomes unlawful for the Company to perform or comply with its obligations under
this Debenture in any respect;
SECTION
6.2 Acceleration of Maturity;
Rescission and Annulment. If an Event of Default occurs and is
continuing, then and in every such case the Holder may, by a notice in writing
to the Company, rescind any outstanding Conversion Notice and declare that all
amounts owing or otherwise outstanding under this Debenture are immediately due
and payable and upon any such declaration this Debenture shall become
immediately due and payable in cash together with all accrued and unpaid
interest thereon.
SECTION
6.3 Maximum Interest
Rate. Notwithstanding
anything herein to the contrary, if at any time the applicable interest rate as
provided for herein shall exceed the maximum lawful rate which may be contracted
for, charged, taken or received by the Holder in accordance with any applicable
law (the “Maximum
Rate”), the rate of interest applicable to this Debenture shall be
limited to the Maximum Rate. To the greatest extent permitted under
applicable law, the Company hereby waives and agrees not to allege or claim that
any provisions of this Note could give rise to or result in any actual or
potential violation of any applicable usury laws.
SECTION
6.4 Remedies Not
Waived. No course of dealing between the Company and the
Holder or any delay in exercising any rights hereunder shall operate as a waiver
by the Holder.
SECTION
6.5
Remedies. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Debenture will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Debenture, that the Holder shall be entitled
to all other available remedies at law or in equity, and in addition to the
penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Debenture and to enforce specifically
the terms and provisions thereof, without the necessity of showing economic loss
and without any bond or other security being required.
5
ARTICLE
VII.
MISCELLANEOUS
SECTION
7.1 Notice of Certain
Events. In the case of the occurrence of any event described
in Section 3.4 of this Debenture, the Company shall cause to be mailed to the
Holder of this Debenture at its last address as it appears in the Company’s
security registry, at least twenty (20) days prior to the applicable record,
effective or expiration date hereinafter specified (or, if such twenty (20)
days’ notice is not possible, at the earliest possible date prior to any such
record, effective or expiration date), a notice thereof, including, if
applicable, a statement of (y) the date on which a record is to be taken for the
purpose of such dividend, distribution, issuance or granting of rights, options
or warrants, or if a record is not to be taken, the date as of which the holders
of record of Common Stock to be entitled to such dividend, distribution,
issuance or granting of rights, options or warrants are to be determined or (z)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock will be
entitled to exchange their shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale transfer,
dissolution, liquidation or winding-up.
SECTION
7.2 Withholding. To
the extent required by applicable law, the Company may withhold amounts for or
on account of any taxes imposed or levied by or on behalf of any taxing
authority in the United States having jurisdiction over the Company from any
payments made pursuant to this Debenture.
SECTION
7.3 Transmittal of
Notices. Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be delivered personally, or sent by telecopier machine
or by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or overnight
courier to the Company at its principal place of business or to the Holder as
indicated on the Subscription Agreement.
Each of
the Holder or the Company may change the foregoing address by notice given
pursuant to this Section 7.4.
SECTION
7.4 Attorneys’
Fees. Should any party hereto employ an attorney for the
purpose of enforcing or construing this Debenture, or any judgment based on this
Debenture, in any legal proceeding whatsoever, including insolvency, bankruptcy,
arbitration, declaratory relief or other litigation, the prevailing party shall
be entitled to receive from the other party or parties thereto reimbursement for
all reasonable attorneys' fees and all reasonable costs, including but not
limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that proceeding. The "prevailing party" means
the party determined by the court to most nearly prevail and not necessarily the
one in whose favor a judgment is rendered.
SECTION
7.5 Governing
Law. This Debenture shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without giving
effect to conflicts of laws principles). With respect to any suit,
action or proceedings relating to this Debenture, the Company irrevocably
submits to the exclusive jurisdiction of the courts of located in San Jose,
California, and hereby waives, to the fullest extent permitted by applicable
law, any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Subject to applicable law, the Company agrees
that final judgment against it in any legal action or proceeding arising out of
or relating to this Debenture shall be conclusive and may be enforced in any
other jurisdiction within or outside the United States by suit on the judgment,
a certified copy of which judgment shall be conclusive evidence thereof and the
amount of its indebtedness, or by such other means provided by law.
SECTION
7.6
Waiver of Jury
Trial. To the fullest extent permitted by law, each of the parties hereto
hereby knowingly, voluntarily and intentionally waives its respective rights to
a jury trial of any claim or cause of action based upon or arising out of this
Debenture or any other document or any dealings between them relating to the
subject matter of this Debenture and other documents. Each party
hereto (i) certifies that neither of their respective representatives, agents or
attorneys has represented, expressly or otherwise, that such party would not, in
the event of litigation, seek to enforce the foregoing waivers and (ii)
acknowledges that it has been induced to enter into this Debenture by, among
other things, the mutual waivers and certifications herein.
SECTION
7.7
Headings. The
headings of the Articles and Sections of this Debenture are inserted for
convenience only and do not constitute a part of this Debenture.
SECTION
7.8 Payment
Dates. Whenever any payment hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day.
SECTION
7.9
Binding
Effect. Each Holder by accepting this Xxxxxxxxx agrees to be
bound by and comply with the terms and provisions of this
Debenture.
SECTION
7.10
No Stockholder
Rights. Except as otherwise provided herein, this Debenture
shall not entitle the Holder to any of the rights of a stockholder of the
Company, including, without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent
converted into shares of Common Stock in accordance with the terms
hereof.
SECTION
7.11
Facsimile
Execution. Facsimile execution shall be deemed
originals.
6
IN
WITNESS WHEREOF, the Company has caused this Debenture to be signed by its duly
authorized officer on the date of this Debenture.
Rep’s Web
Xxxx
Xxxxx
Title:
_________________________________
7
EXHIBIT A
DEBENTURE CONVERSION
NOTICE
TO: HOLDER
Catalyst
Group Holdings Corp. (the “Company”) hereby irrevocably
exercises its option to convert $__________ Principal Amount and $______________
Interest of the Debenture into shares of Common Stock in accordance with the
terms of the Debenture. The Common Stock and certificates therefor
deliverable upon conversion, the Debenture reissued in the Principal Amount not
being surrendered for conversion hereby, [the check or shares of Common Stock in
payment of the accrued and unpaid interest thereon to the date of this Notice,]
shall be registered in the name of and/or delivered to the name set forth below
unless a different name has been provided to the Company. All
capitalized terms used and not defined herein have the respective meanings
assigned to them in the Debenture. The conversion pursuant hereto
shall be deemed to have been effected at the date and time specified below, and
at such time the rights of the Holder of the Principal Amount of the Debenture
set forth above shall cease and the Person or Persons in whose name or names the
Common Stock Issued at Conversion shall be registered shall be deemed to have
become the holder or holders of record of the Common Shares represented thereby
and all voting and other rights associated with the beneficial ownership of such
Common Shares shall at such time vest with such Person or Persons.
Date and
time: __________________
______________________________
By:
___________________________
Title:
_________________________
Fill in
for registration of Debenture:
Please
print name and address
(including
ZIP code number):
______________________________
8
EXHIBIT A-1
DEBENTURE CONVERSION
NOTICE
TO: Catalyst
Group Holdings Corp. (the “Company”)
____________
(the “Holder ”) hereby
irrevocably exercises its option to convert $__________ Principal Amount and
$______________ Interest of the Debenture into shares of Common Stock in
accordance with the terms of the Debenture. The Common Stock and
certificates therefor deliverable upon conversion, the Debenture reissued in the
Principal Amount not being surrendered for conversion hereby, [the check or
shares of Common Stock in payment of the accrued and unpaid interest thereon to
the date of this Notice,] shall be registered in the name of and/or delivered to
the name set forth below unless a different name has been provided to the
Company. All capitalized terms used and not defined herein have the
respective meanings assigned to them in the Debenture. The conversion
pursuant hereto shall be deemed to have been effected at the date and time
specified below, and at such time the rights of the Holder of the Principal
Amount of the Debenture set forth above shall cease and the Person or Persons in
whose name or names the Common Stock Issued at Conversion shall be registered
shall be deemed to have become the holder or holders of record of the Common
Shares represented thereby and all voting and other rights associated with the
beneficial ownership of such Common Shares shall at such time vest with such
Person or Persons.
Date and
time: __________________
______________________________
By:
___________________________
Title:
_________________________
Fill in
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