ContractConvertible Note • December 20th, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec
NEITHER THIS NOTE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST IN THIS NOTE (INCLUDING THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE) MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS IS AVAILABLE.
