EXHIBIT 4.1
FORM OF CONVERTIBLE DEBENTURE
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.
COMPANY: Medical Connections Holdings, Inc.
COMPANY ADDRESS: 0000 Xxxxxx Xxxx, Xxxxx 000X, Xxxx Xxxxx, Xxxxxxx 00000
CLOSING DATE: _____________________
MATURITY DATE: ___________________
PRINCIPAL AMOUNT: $______________.
Medical Connections Holdings, Inc., a Florida 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 Article 3,
and to pay interest thereon from the Closing Date, at the rate of six and
three-quarter percent (6 3/4 %) 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
interest on 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
Definitions. The terms defined in this Article whenever used in this Debenture
have the following respective meanings:
"AFFILIATE" has the meaning ascribed to such term in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended.
"BANKRUPTCY CODE" means the United States Bankruptcy Code of 1986, as amended
(11 U.S.C. xx.xx. 101 et. seq.).
"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.
"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.
"COMMON SHARES" or "COMMON STOCK" means shares of the Company's Common Stock.
"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.
"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 3.2, and "CONVERT," "CONVERTED," "CONVERTIBLE" and like words shall
have a corresponding meaning.
"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.
"CONVERSION NOTICE" means a written notice of conversion substantially in the
form annexed hereto as Exhibit A.
"CONVERSION PRICE" on any date of determination means the applicable price for
the conversion of this Debenture into Common Shares on such day as set forth in
Section 3.1(a).
"DEBENTURE" or "DEBENTURES" means this Convertible Debenture of the Company or
such other convertible debenture(s) exchanged therefor as provided in Section
2.1.
"EVENT OF DEFAULT" has the meaning set forth in Section 6.1.
"HOLDER" means _______________ , any successor thereto, or any Person to whom
this Debenture is subsequently transferred in accordance with the provisions
hereof.
"MARKET DISRUPTION EVENT" means any event that results in a material suspension
or limitation of trading of the Common Shares.
"MARKET PRICE" per Common Share means the lowest price of the Common Shares
during any Trading Day as reported on the NASDAQ OTCBB; provided that, if such
security is not listed or admitted to trading on the NASDAQ OTCBB, as reported
on the principal national security exchange or quotation system on which such
security is quoted or listed or admitted to trading, or, if not quoted or listed
or admitted to trading on any national securities exchange or quotation system,
the lowest price of the Common Shares during any Trading Day on the
over-the-counter market as reported by Bloomberg LP or a similar generally
accepted reporting service, as the case may be.
"MAXIMUM RATE" has the meaning set forth in Section 6.4.
"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.
"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.
"PRINCIPAL AMOUNT" means, for any date of calculation, the
principal sum set forth in the first paragraph of this Debenture.
"SEC" means the United States Securities and Exchange
Commission.
"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.
"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.
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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 Amount 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.
Repayment at Maturity. At the Maturity Date, the Company shall repay the
outstanding Principal Amount of this Debenture in whole 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, as provided for herein.
ARTICLE 3
CONVERSION OF DEBENTURE
SECTION 3.1 Conversion; Conversion Price; 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 hereof into Common Shares (calculated as
to each such conversion to the nearest 1/100th of a share), 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 divided by the Conversion
Price. In addition, the Company shall pay to the Holder on the Conversion Date,
in cash, any accrued and unpaid interest on the Debenture being converted not
included at the option of the Company in the conversion. The "CONVERSION PRICE"
shall be equal to $.75 per share.
SECTION 3.2 Exercise of Conversion Privilege. (a) Conversion of this
Debenture may be exercised on any Business Day by the Company 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 two (2) Business Days after
the Company's delivery of such Conversion Notice, the Company shall (i) issue
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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, in respect of any fraction of a Common Share deliverable upon such
conversion and cash or shares of Common Stock, as applicable, representing the
amount of accrued and unpaid interest on this Debenture as of the Conversion
Date. 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.
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 pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
multiplied by the Current Market Price on the Conversion Date. 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 Price and the number of shares
deliverable upon conversion of this Debenture are subject to adjustment from
time to time as follows:
Reclassification, Etc. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another Person
(where the Company is not the survivor or where there is a change in or
distribution with respect to the Common Stock of the Company), sell, convey,
transfer or otherwise dispose of all or substantially all its property, assets
or business to another Person, or effectuate a transaction or series of related
transactions in which more than fifty percent (50%) of the voting power of the
Company is disposed of (each, a "FUNDAMENTAL CORPORATE CHANGE") and, pursuant to
the terms of such Fundamental Corporate Change, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation ("OTHER PROPERTY") are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder of
this Debenture shall have the right thereafter, at its sole option, to (a)
require the Company to prepay this Debenture for cash together with all accrued
and unpaid interest thereon to the date of prepayment, (b) receive the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property as is receivable
upon or as a result of such Fundamental Corporate Change by a holder of the
number of shares of Common Stock into which the outstanding portion of this
Debenture may be converted at the Conversion Price applicable immediately prior
to such Fundamental Corporate Change or (c) require the Company, or such
successor, resulting or purchasing corporation, as the case may be, to, without
benefit of any additional consideration therefor, execute and deliver to the
Holder a debenture with substantial identical rights, privileges, powers,
restrictions and other terms as this Debenture in an amount equal to the amount
outstanding under this Debenture immediately prior to such Fundamental Corporate
Change. For purposes hereof, "COMMON STOCK OF THE SUCCESSOR OR ACQUIRING
CORPORATION" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to prepayment and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions shall similarly apply to successive Fundamental Corporate
Changes.
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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.
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.
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."
COVENANTS
SECTION 5.1 Conversion. The Company shall cause the transfer agent, not
later than two (2) Business Days after the Company's delivery of a Conversion
Notice, to issue and deliver to the Holder the requisite shares of Common Stock
Issued at Conversion. Such delivery shall be by electronic transfer if a
Registration Statement covering the Common Stock has been declared effective by
the SEC.
Payment of Obligations. So long as this Debenture shall be outstanding, the
Company shall pay, extend, or discharge at or before maturity, all its
respective material obligations and liabilities, including, without limitation,
tax liabilities, except where the same may be contested in good faith by
appropriate proceedings.
Compliance with Laws. So long as this Debenture shall be outstanding, the
Company shall comply with all applicable laws, ordinances, rules, regulations
and requirements of governmental authorities, except for such noncompliance
which would not have a material adverse effect on the business, properties,
prospects, condition (financial or otherwise) or results of operations of the
Company and the Subsidiaries.
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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.
EVENTS OF DEFAULT; REMEDIES
SECTION 6.1 Events of Default. "EVENT OF DEFAULT" wherever used herein
means any one of the following events:
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;
any of the representations or warranties made by the Company herein, shall be
false or misleading in a material respect on the Closing Date;
under the laws of any jurisdiction not otherwise covered by clauses (iv) and (v)
below, the Company or any Subsidiary (A) becomes insolvent or generally not able
to pay its debts as they become due, (B) admits in writing its inability to pay
its debts generally or makes a general assignment for the benefit of creditors,
(C) institutes or has instituted against it any proceeding seeking (x) to
adjudicate it a bankrupt or insolvent, (y) 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 (z) 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 (D) takes
any corporate action to authorize any of the above actions;
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;
the institution by the Company or any Subsidiary 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;
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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);
it becomes unlawful for the Company to perform or comply with its obligations
under this Debenture in any respect;
the Common Shares shall be delisted from the NASDAQ OTCBB (the "TRADING MARKET"
or, to the extent the Company becomes eligible to list its Common Stock on any
other national security exchange or quotation system, upon official notice of
listing on any such exchange or system, as the case may be, it shall be the
"TRADING MARKET") or suspended from trading on the Trading Market, and shall not
be reinstated, relisted or such suspension lifted, as the case may be, within
five (5) days or;
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 to the date of payment;
provided, however, in the case of any Event of Default described in clauses
(iii), (iv), (v) or (vii) of Section 6.1, such amount automatically shall become
immediately due and payable without the necessity of any notice or declaration
as aforesaid.
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.
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.
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,
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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.
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.
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 service
as follows:
(1) If to the Company, to:
Medical Connections Holdings, Inc.
0000 Xxxxxx Xxxx
Xxxxx 000X
Xxxx Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
(2) If to the Holder, to:
Each of the Holder or the Company may change the foregoing address by notice
given pursuant to this 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.
Governing Law. This Debenture shall be governed by, and construed in accordance
with, the laws of the State of Florida (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 the State of Florida sitting in Palm Beach County and the United
States District Court located in the City of West Palm Beach 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.
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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 Debenture
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.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by its duly authorized officer on the date of this Debenture.
Medical Connections Holdings, Inc.
By:
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Title:
---------------------------------
"HOLDER"
Signature:
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Date:
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9
EXHIBIT A
DEBENTURE CONVERSION NOTICE
TO:
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Medical Connections Holdings, Inc. (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,]
together with any check in payment for fractional Common Stock, 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:
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By:
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Title:
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Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):
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A-1
