Contract
Exhibit
10.1
NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
| No. HM -1 |
Principal
Amount $
100,000
|
|
Original
Issue Date: July __,
2009
|
12%
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
FOR VALUE
RECEIVED, the Company promises to pay to the order of ______or its registered
assigns (the “Investor”), in United States
Dollars, the principal sum of $100,000, on the first to occur of (i)
one (1) year following the Original Issue Date (as defined below), or (ii) the
follow on financing of at least $2,500,000 (as defined below), (in each case,
the “Maturity Date”),
and to pay interest to the Investor on the principal amount of this Note
outstanding in accordance with the provisions hereof. All holders of
Notes are referred to collectively, as the “Investors.” The
Company shall have the right to prepay this Note, in part or in whole, at any
time and from time to time, without any prepayment penalty or other
fee. In the event that the Maturity Date occurs on a date that is not
a Business Day (as defined below), then all payments due on such date shall be
payable on the next succeeding Business Day.
So long
as this Note remains outstanding, it is subject to the following additional
provisions:
1. Definitions. In
addition to the terms defined elsewhere in this Note: (a) capitalized terms that
are used but not otherwise defined herein have the meanings given to such terms
in the Purchase Agreement, dated as of July __, 2009, among the Company and the
Investors identified therein (the “Purchase Agreement”), and (b)
the following terms have the meanings indicated below:
“Bankruptcy Event” means any
of the following events: (a) the Company commences a proceeding under
any bankruptcy, reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction relating to the Company; (b) there is commenced against the Company
any such case or proceeding described in the foregoing clause (a) that is not
dismissed within sixty (60) days after commencement; (c) by an order of a court
of competent jurisdiction, the Company is adjudicated insolvent or bankrupt; (d)
a custodian or receiver has been appointed for all or any substantial part of
its to the Company’s property, and such custodian or receiver is not discharged
or stayed within sixty (60) days from the appointment date thereof; (e)
under applicable law, the Company makes a general assignment for the benefit of
creditors; (f) the Company calls in writing a meeting of its creditors with a
view to arranging a composition, adjustment or restructuring of its debts; or
(g) the Company, by any act or failure to act, expressly in writing indicates
its consent to or approval of any of the foregoing or takes any corporate or
other action for the purpose of effecting any of the foregoing.
“Business Day” means any day
except Saturday, Sunday and any day that is a federal legal holiday or a day on
which banking institutions in the State of New York are authorized or required
by law or other governmental action to close.
“Common Stock” means the
common stock of the Company, $0.0001 par value per share, and any securities
into which such common stock may hereafter be reclassified.
“Conversion Date” means the
date a Conversion Notice together with the Conversion Schedule is actually
received by the Company in proper and completed form in accordance with Section 6(a) of the
Note.
“Conversion Notice” means a
written notice in the form attached hereto as Exhibit
A.
“Conversion Price” means $.10
per share.
“Default” means any event or
condition which constitutes an Event of Default or that upon notice, lapse of
time or both would, unless cured or waived, become an Event of
Default.
“Event of
Default” means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):
(i) any
default in the payment, when the same becomes due and payable, of principal
under or interest in respect of this Note;
(ii) the
Company experiences, an event of default (which has not been cured in accordance
with the terms thereof and is continuing) and acceleration of payment
obligations under, any currently existing or hereafter arising material
agreement, debenture (other than a Note) or any mortgage, credit agreement or
other facility, indenture agreement, factoring agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced,
any Indebtedness or under any long term leasing or factoring arrangement, if the
aggregate amount of the obligations and liabilities of the Company under the
Indebtedness in such default exceeds $100,000 (each of the foregoing,
a “Material Debt
Agreement”);
(iii) the
occurrence of a Bankruptcy Event; or
(iv) any
breach of any material covenant, agreement or representation and/or warranty in
any of the Transaction Documents (as described in the Purchase
Agreement)
“Follow-On-Financing” shall
mean the offer and sale of securities of the Company.
“Fundamental Transaction”
means the occurrence of any of the following in one or a series of related
transactions: (i) the Company effects any merger or consolidation of the Company
with or into another Person (other than a reincorporation and/or similar
transaction), (ii) the Company effects any sale of all or substantially all its
assets, (it being understood that a sale (but not a license (unless the license
results in the Company business and/or revenues resulting substantially from
licensing revenues)) of any patents related to the Company’s technology shall
constitute a Fundamental Transaction) .or (iii) any Person acquires at least
50.01% of the issued and outstanding voting stock of the Company.
“Indebtedness” of any Person
shall mean, without duplication, (a) all obligations of such Person for borrowed
money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, Notes, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property or assets purchased by
such Person, (e) all obligations of such Person issued or assumed as the
deferred purchase price of property or services (other than unsecured accounts
payable incurred in the ordinary course of business and no more than ninety (90)
days past the date of the invoice therefor), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed, (g) all obligations of such Person in respect of interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements that exceed amounts necessary to hedge the
Company’s cross-currency exposure, (h) all obligations of such Person as an
account party in respect of letters of credit and bankers’ acceptances, and (i)
the Indebtedness of any partnership in which such Person is a general
partner.
“Original Issue Date” has the
meaning set forth on the face of this Note.
“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.
“Underlying Shares” means the
Common Stock issuable upon conversion of the Notes.
“Warrants” means the Common
Stock purchase warrants issued pursuant to the Purchase Agreement.
“Warrant Shares” means the
shares of Common Stock issuable upon exercise of the Warrants.
2. Interest.
(a) The
Company shall pay interest in cash in United States dollars to the Investor on
the aggregate unconverted and then outstanding principal amount of this Note at
the rate of twelve percent (12%) per annum. All interest shall accrue
and be payable on the maturity date, the interest will be payable in common
stock shares. Interest shall be compounding and shall be calculated
on the basis of a 360-day year for the actual number of days elapsed and shall
accrue daily commencing on the Original Issue Date.
(b) Maximum Rate. In the
event that it is determined that, under the laws relating to usury applicable to
the Company or the indebtedness evidenced by this Note (the “Applicable Usury Laws”), the
interest charges and fees payable by the Company in connection herewith or in
connection with any other document or instrument executed and delivered in
connection herewith cause the effective interest rate applicable to the
indebtedness evidenced by this Note to exceed the maximum rate allowed by law
(the “Maximum Rate”),
then such interest shall be recalculated for the period in question and any
excess over the Maximum Rate paid with respect to such period shall be credited,
without further agreement or notice, to the principal amount outstanding
hereunder to reduce said balance by such amount with the same force and effect
as though the Company had specifically designated such extra sums to be so
applied to principal and the Investor had agreed to accept such extra payment(s)
as a premium-free prepayment. All such deemed prepayments shall be applied to
the principal balance payable at maturity. In no event shall any agreed-to or
actual exaction as consideration for this Note exceed the limits imposed or
provided by Applicable Usury Laws in the jurisdiction in which the Company is
resident applicable to the use or detention of money or to forbearance in
seeking its collection in the jurisdiction in which the Company is resident and
any funds received in excess of such limits shall be so applied as provided
herein or held in trust.
3. Registration of
Notes. The Company shall register the Note upon records
maintained by the Company for that purpose (the “Note Register”) in the name
of each record Investor thereof from time to time. The Company may deem and
treat the registered Investor of this Note as the absolute owner hereof for the
purpose of any conversion hereof or any payment of interest hereon, and for all
other purposes, absent actual notice to the contrary from such record
Investor.
4. Registration of Transfers
and Exchanges. The Company shall register the transfer of any
portion of this Note in the Note Register upon surrender of this Note to the
Company at its address for notice set forth herein. Upon any such registration
or transfer, a new Note, in substantially the form of this Note (any such new
note, a “New Note”),
evidencing the portion of this Note so transferred shall be issued to the
transferee and a New Note evidencing the remaining portion of this Note not so
transferred, if any, shall be issued to the transferring Investor. The
acceptance of the New Note by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Note. The Company agrees that its prior consent is not required
for the transfer of any portion of this Note; provided, however, that the
Company shall be entitled to reasonable written assurance, including an opinion
of counsel reasonably acceptable to the Company that such transfer complies with
applicable federal and state securities laws. This Note is
exchangeable for an equal aggregate principal amount of Note of different
authorized denominations, as requested by the Investor surrendering the same. No
service charge or other fee will be imposed in connection with any such
registration of exchange.
5. Conversion. All
or any portion of the principal amount of this Note outstanding at any time,
together with any accrued and unpaid interest hereunder, shall be convertible
into shares of Common Stock at the Conversion Price, at the option of the
Investor. The Investor may effect conversions under this Section 5 by
delivering to the Company a Conversion Notice together with a schedule in the
form of Schedule
1 attached hereto (the “Conversion
Schedule”). If the Investor is converting less than all of the
principal amount represented by this Note, the Company shall honor such
conversion and shall no later than three (3) Business Days thereafter, deliver
to the Investor a Conversion Schedule indicating the principal amount which has
not been converted and a new Note in the principal amount not so
converted.
6. Mechanics of
Conversion.
(a) The
number of Underlying Shares issuable upon any conversion hereunder shall equal
(i) the outstanding principal amount of this Note to be converted, together with
any accrued but unpaid interest upon such principal amount being converted,
divided by (ii)
the Conversion Price in effect on the Conversion Date.
(b) Conversion
Price adjustment, if the Company issues new stock within twenty-four months (24)
of executing this note at a price point below the conversion price as outlined
in this document, then the conversion price will be automatically modified to
reflect the new lower price per share.
(c) The
Company shall no later than ten (10) Business Days following the Conversion Date
promptly issue or cause to be issued and cause to be delivered to or upon the
written order of the Investor and in such name or names as the Investor may
designate in the Conversion Notice, a certificate for the Underlying Shares
issuable upon such conversion. The Investor, or any Person so
designated by the Investor in the Conversion Notice to receive Underlying
Shares, shall be deemed to have become holder of record of such Underlying
Shares as of such Conversion Date.
(d) The
Investor must deliver the original Note (or a lost note certificate) in order to
effect a conversion hereunder.
7. Events of
Default.
(a) At any
time or times following the occurrence and during the continuance of an Event of
Default, the Required Investors may elect to declare, by written notice to the
Company (an “Event
Notice”), all or any portion of the outstanding principal amount of this
Note, due and payable.
(b) Subject
to Section 7(a)
above, in connection with any Event of Default, the Investor need not provide
and the Company hereby waives any presentment, demand, protest or other notice
of any kind (other than the Event Notice), and the Investor may immediately
enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Any such declaration may be rescinded and
annulled by the Investor at any time prior to payment hereunder. No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereto.
8. Ranking. This
Note ranks junior to
the SBA $50,000 Century Bank Line of Credit Loan. This Note, together with all
other Notes now or hereafter issued pursuant to the Transaction Documents, shall
rank senior in all respects to all existing and hereafter created Indebtedness
of the Company.
9. Reservation of Underlying
Shares. Until the Maturity Date, commencing as of the date of
the Offering, the Company covenants that it will at all times reserve and keep
available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue
Underlying Shares as required hereunder, the number of Underlying Shares which
are then issuable and deliverable upon the conversion of (and otherwise in
respect of) this entire Note, free from preemptive rights or any other
contingent purchase rights of persons other than the
Investor. Assuming due and proper conversion of this Note, the
Company covenants that all Underlying Shares so issuable and deliverable shall,
upon issuance in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.
10. Certain
Adjustments. The Conversion Price is subject to adjustment
from time to time as set forth in this Section
10.
(a) Stock Dividends and
Splits. If the Company, at any time following the Offering and
while this Note is outstanding: (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into
a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Conversion Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such
subdivision or combination.
(b) Pro Rata
Distributions. If the Company, at any time following the
Offering and while this Note is outstanding, distributes to all holders of
Common Stock any security, asset(s) or other property of the Company (in each
case, “Distributed
Property”), then upon any conversion of this Note, the Investor shall be
entitled to receive, in addition to the Underlying Shares otherwise issuable
upon such conversion, the Distributed Property that the Investor would have been
entitled to receive in respect of such number of Underlying Shares had the
Investor been the record holder of such Underlying Shares immediately prior to
the record date for any distribution of Distributed
Property. Notwithstanding the foregoing, this Section 10(b) shall
not apply to any distribution of rights or securities in respect of adoption by
the Company of a shareholder rights plan, which events shall be covered by Section
10(a).
(c) Reclassifications; Share
Exchanges. At any time following the Offering and while this
Note is outstanding, in case of any reclassification of the Common Stock, or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property (other than compulsory share exchanges which
constitute Change of Control transactions), the Investors of the Notes then
outstanding shall have the right thereafter to convert such shares only into the
shares of stock and other securities, cash and property receivable upon or
deemed to be held by holders of Common Stock following such reclassification or
share exchange, and the Investors shall be entitled upon such event to receive
such amount of securities, cash or property as a holder of the number of shares
of Common Stock of the Company into which such shares of Notes could have been
converted immediately prior to such reclassification or share exchange would
have been entitled. This provision shall similarly apply to successive
reclassifications or share exchanges.
(d) Calculations. All
calculations under this Section 10 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common
Stock.
(e) Notice of
Adjustments. Upon the occurrence of each adjustment pursuant
to this Section
10, the Company at its expense will promptly compute such adjustment in
accordance with the terms hereof and prepare a certificate describing in
reasonable detail such adjustment and the transactions giving rise thereto,
including all facts upon which such adjustment is based. Upon written request,
the Company will promptly deliver a copy of each such certificate to the
Investor.
(f) Notice of Corporate
Events. If, at any time while this Note is outstanding, the
Company (i) declares a dividend or any other distribution of cash, securities or
other property in respect of its Common Stock, (ii) authorizes and publicly
approves, or enters into any agreement contemplating or solicits shareholder
approval for any Fundamental Transaction, or, (iii) issues Additional Stock
(hereafter defined) (iii) publicly authorizes in writing the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Investor a notice describing the material terms and
conditions of such transaction, at least 20 calendar days prior to the
applicable record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect therein
shall not affect the validity of the corporate action required to be described
in such notice.
11. Fractional
Shares. The Company shall not be required to issue or cause to
be issued fractional Underlying Shares on conversion of this Note. If any
fraction of an Underlying Share would, except for the provisions of this
Section, be issuable upon conversion of this Note or payment of interest hereon,
the number of Underlying Shares to be issued will be rounded to the nearest
whole share.
12. Notices. Any
and all notices or other communications or deliveries hereunder (including
without limitation any Conversion Notice) shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:30 p.m. (New York City time) on a Business
Day, (ii) the next Business Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Business Day or later than 5:30 p.m. (New
York City time) on any Business Day, (iii) the Business Day following the date
of mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to100
Xxxxxxxx Center, Xxxxx 000X, Xxxxxxx, XX 00000,
facsimile: 978-878-9505, attention: Chief Financial Officer, (ii) if
to the Placement Agent, to Hallmark Investments, Inc. 000 Xxxxxxxxx Xxxxxx,
0xx
Xxxxx, Xxx Xxxx, XX 00000, facsimile: (000) 000-0000 and (iii) if to
the Investor, to the address or facsimile number appearing on the Company's
shareholder records or such other address or facsimile number as the Investor
may provide to the Company in accordance with this Section.
13. Miscellaneous.
(a) This Note
shall be binding on and inure to the benefit of the parties hereto and their
respective successors and assigns that are permitted pursuant to this
Note.
(b) Subject
to Section
13(a), above, nothing in this Note shall be construed to give to any
person or corporation other than the Company and the Investor any legal or
equitable right, remedy or cause under this Note. This Note shall inure to the
sole and exclusive benefit of the Company and the Investor.
(c) All
questions concerning the construction, validity, enforcement and interpretation
of this Note shall be governed by, construed and enforced solely and exclusively
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that
all Proceedings shall be commenced exclusively in the state and federal courts
sitting in the County, City and State of New York, (the “New York
Courts”). Each party hereto hereby irrevocably agrees and
submits to the exclusive jurisdiction of the New York Courts for any Proceeding,
and hereby irrevocably waives, and agrees not to assert in any Proceeding, any
claim that it is not personally subject to the jurisdiction of any New York
Court or that a New York Court is an inconvenient forum for such
Proceeding. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Note and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal Proceeding. The prevailing party in a Proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.
(d) The
headings herein are for convenience only, do not constitute a part of this Note
and shall not be deemed to limit or affect any of the provisions
hereof.
(e) In case
any one or more of the provisions of this Note shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and
provisions of this Note shall not in any way be affected or impaired
thereby.
(f) No
provision of this Note may be waived or amended except (i) in accordance with
the requirements set forth in the Purchase Agreement, and (ii) in a written
instrument signed, in the case of an amendment, by the Company and the Investor
or, in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. No waiver of any default with respect to any provision,
condition or requirement of this Note shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right.
(g) To the
extent it may lawfully do so, the Company hereby agrees not to insist upon or
plead or in any manner whatsoever claim, and will resist any and all efforts to
be compelled to take the benefit or advantage of, usury laws wherever enacted,
now or at any time hereafter in force, in connection with any claim, action or
Proceeding that may be brought by any Investor in order to enforce any right or
remedy under the Notes. Notwithstanding any provision to the contrary contained
in the Notes, it is expressly agreed and provided that the total liability of
the Company under the Notes for payments in the nature of interest shall not
exceed the Maximum Rate, and, without limiting the foregoing, in no event shall
any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that the Company may be obligated to
pay under the Notes exceed such Maximum Rate. It is agreed that if the maximum
contract rate of interest allowed by law and applicable to the Notes is
increased or decreased by statute or any official governmental action subsequent
to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate of interest applicable to the Notes from the effective
date forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by
the Company to any Investor with respect to indebtedness evidenced by the Notes,
such excess shall be applied by such Investor to the unpaid principal balance of
any such indebtedness or be refunded to the Company, the manner of handling such
excess to be at such Investor’s election.
(h) All
rights and benefits, including, but not limited to, the right to receive notice
of certain events set forth in the Purchase Agreement, are expressly
incorporated by reference into this Note as if made directly in this
Note.
IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly
authorized officer as of the date first above indicated.
INVO BIOSCIENCE, INC
By:
Name:
Xxxxxxxx X. Xxxxxxx
Title:
Chief Executive Officer
Name of
Investor:
Principal
Amount of This Note: $100,000
EXHIBIT
A
CONVERSION
NOTICE
(To
be Executed by the Registered Investor
in order
to convert Notes)
The
undersigned hereby elects to convert the principal amount of Note indicated
below, into shares of Common Stock of INVO Bioscience, Inc., as of the date
written below. If shares are to be issued in the name of a Person other than
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the
Investor for any conversion, except for such transfer taxes, if any. All terms
used in this notice shall have the meanings set forth in the Note.
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Conversion
calculations:
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Date
to Effect Conversion
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Principal
amount of Note owned prior to
conversion
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Principal
amount of Note to be Converted
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Aggregate
amount of Interest to be Converted
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Principal
amount of Note remaining after
Conversion
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Number
of shares of Common Stock to be
Issued
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$0.10 per Common Stock
share
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Applicable
Conversion Price
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Name
of Investor
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By:
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Name:
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Title:
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Schedule
1
10%
Senior Secured Convertible Promissory Notes
CONVERSION
SCHEDULE
This
Conversion Schedule reflects conversions made under the above referenced
Notes.
Dated:
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Date
of Conversion
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Amount
of Conversion (Including Interest)
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Aggregate
Principal Amount Remaining Subsequent to Conversion
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Applicable
Conversion Price
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$0.10
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