Common use of Conversion; Conversion Price Clause in Contracts

Conversion; Conversion Price. At the option of the Holder, outstanding Principal Balance may be converted, either in whole or in part, 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 at a conversion price per share of Common Stock (the "Conversion Price") equal to the lesser of (i) $.0285 (subject to adjustment for any stock-split or stock combination to occur after the date hereof) or (ii) the average of the closing bid prices of one Common Share, as reported on the OTC Bulletin Board ("OTCBB") or the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, for the ten Trading Days prior to a Conversion Date (the "Market Price"); provided, if such security is not quoted or listed or admitted to trading on the OTCBB or any national securities exchange, the Market Price shall be the 50% of the average closing bid prices of such security on the over-the-counter market, as reported by Bloomberg LP, or a similar generally accepted reporting service, for the ten Trading Days prior to a Conversion Date. For purposes hereof, "Trading Day" means any day on which (a) purchases and sales of securities authorized for quotation on the OTCBB or the over the counter market are reported thereon, (b) no event which results in a material suspension or limitation of trading of the Common Shares on the OTCBB or the over the counter market has occurred and (c) at least one bid for the trading of Common Shares is reported on the OTCBB or the over the counter market . The number of shares of Common Stock due upon conversion of all or a portion of the Principal Balance shall be (i) the portion of the Principal Balance divided by (ii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event (hereinafter defined), the Borrower shall send notice thereof to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of the Principal Balance, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.

Conversion; Conversion Price. At the option of the Holder, outstanding Principal Balance the shares of Series I Preferred Stock may be converted, either in whole or in part, 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 at a conversion price per share of Common Stock (the "Conversion Price") equal to the lesser of (i) $.0285 (subject to adjustment for any stock-split or stock combination to occur after the date hereof) or (ii) the average of the closing bid prices of one Common Share, as reported on the OTC Bulletin Board ("OTCBB") or the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, for the ten Trading Days prior to a Conversion Date (the "Market Price"); provided, if such security is not quoted or listed or admitted to trading on the OTCBB or any national securities exchangeexchange for any reason, then any remaining unconverted Series I Preferred Stock may be converted, at the Market sole option of the Holder, at a Conversion Price shall be the per share of Common Stock equal to 50% of the average closing bid prices Market Price. At the Corporation's option, the amount of such security on accrued and unpaid dividends as of the over-the-counter market, Conversion Date shall not be subject to conversion but instead may be paid in cash as reported by Bloomberg LP, or a similar generally accepted reporting service, for of the ten Trading Days prior to a Conversion Date. For purposes hereof; if the Corporation elects to convert the amount of accrued and unpaid dividends at the Conversion Date into Common Stock, "Trading Day" means any day on which (a) purchases and sales of securities authorized for quotation on the OTCBB or the over the counter market are reported thereon, (b) no event which results in a material suspension or limitation of trading of the Common Shares on Stock issued to the OTCBB or Holder shall be valued at the over the counter market has occurred and (c) at least one bid for the trading of Common Shares is reported on the OTCBB or the over the counter market applicable Conversion Price. The number of shares of Common Stock due upon conversion of all or a portion of the Principal Balance Series I Preferred Stock shall be (i) the portion number of shares of Series I Preferred Stock to be converted, multiplied by (ii) the Principal Balance Stated Value plus accrued and unpaid dividends (whether or not declared, whether or not there were funds legally available for the payment of dividends and whether or not a Dividend Payment Due Date has occurred since the last dividend payment), to the extent the Corporation does not elect to pay, and pay, accrued and unpaid dividends in cash, and divided by (iiiii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event (hereinafter defined)Event, the Borrower Corporation shall send notice thereof to the each Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of the Principal Balanceits Series I Preferred Stock, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.

Conversion; Conversion Price. At the option of the Holder, outstanding Principal Balance at any time from the ninetieth (90) day following the date of issuance of this Note until this Note is paid in full, this Note may be converted, either in whole or in partpart up to the principal amount hereof (or in case some portion of this Note shall have been called for redemption prior to such date, then at the portion that is not so called), together with accrued and unpaid interest thereon to the relevant Conversion Date, into Common Shares Note Share (calculated as to each such conversion to the nearest 1/100th 1/lOOth of a share) Note Share), at any time and from time to time at a the conversion price per share of Common Stock the (the "Conversion Price") equal to seventy-five percent (75%) (the lesser "Conversion Ratio") of (i) $.0285 (subject to adjustment for any stock-split or stock combination to occur after the date hereof) or (ii) the average closing bid price of the closing bid prices of one Common Share, as reported Stock on the OTC Bulletin Board ("OTCBB") or the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, for the ten five Trading Days prior to a immediately preceding the relevant Conversion Date (the "Market PriceValuation Period"); provided, if (but in no event shall such security is not quoted or listed or admitted to trading on the OTCBB or any national securities exchange, the Market Price shall amount be the 50in excess of 125% of the average closing bid prices of such security on the over-the-counter market, as reported by Bloomberg LP, or a similar generally accepted reporting service, for the ten Trading Days prior to a Conversion Date. For purposes hereof, "Trading Day" means any day on which (a) purchases and sales of securities authorized for quotation on the OTCBB or the over the counter market are reported thereon, (b) no event which results in a material suspension or limitation of trading price of the Common Shares Stock on the OTCBB or five Trading Days immediately preceding the over issuance date of this Note). Notwithstanding the counter market has occurred and foregoing, no more than fifty (c50%) at least one bid for the trading of Common Shares is reported on the OTCBB or the over the counter market . The number of shares of Common Stock due upon conversion of all or a portion of the Principal Balance original principal amount of this Note shall be convertible on or before the one hundred twentieth (i120th) the portion of the Principal Balance divided by (ii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event (hereinafter defined), the Borrower shall send notice thereof to the Holderday following issuance. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, in no event shall the Holder may be entitled to convert some or all this Note into any Note Shares when the result of such conversion would entitle the Holder to receive that number of shares of the Principal BalanceIssuer's Common Stock of which the sum of (xx) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note) and (yy) the number of shares of Common Stock issuable upon conversion of this Note, at would result in beneficial ownership by the Holder and its sole optionaffiliates of more than 4.9% of the outstanding shares of Common Stock. For the purposes of this provision, at a Conversion Price equal to beneficial ownership shall be determined in accordance with Section 13(d) of the Current Market Price on any Trading Day during the Valuation PeriodSecurities Exchange Act of 1934, as amended, and Regulation 13 D and G thereunder, except as otherwise provided in clause (xx) of this provision.