Conversion of the Note Clause Samples

Conversion of the Note. This Note shall be convertible according to the following terms: (a) The principal and unpaid accrued interest of this Note will be automatically converted into Equity Securities at the election of the Holder which may be exercised at any time after the date hereof. The number of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by the Conversion Price.

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (a) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms of this Note), Lender shall have the option, upon L▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note pursuant to this Section 4.1 shall be determined by dividing (i) the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversion.

Conversion of the Note. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with the terms of Section 2.2 of the Purchase Agreement. As promptly as practicable after the conversion of this Note, the Company at its expense shall issue and deliver to the holder of this Note, upon surrender of the Note, a certificate or certificates for the number of full Conversion Shares issuable upon such conversion.

Conversion of the Note. Upon the Next Qualified Equity Financing (as defined below), the principal amount of the Note plus any accrued but unpaid interest will be automatically converted into that number of shares of the Company's Next Stock issued in the Next Qualified Equity Financing as is equal to the then principal balance of the Note plus any accrued but unpaid interest divided by the price per share of the Company's Next Stock.

Conversion of the Note. At the option and written instruction of the Lender, upon the maturity of the secured promissory note (the "Note") as specified on clause 3, the Lender shall have the right to convert the balance of the Note and the accrued interests to common stocks of the Company. The conversion price is based on the closing quote of the Borrower's share price on the OTC Bulletin Board with 25% discount on the date of conversion.

Conversion of the Note. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with the terms of Section 2.2

Conversion of the Note. 8 3.01. CONVERSION...................................................................... 8 3.02.

Conversion of the Note. Upon the Next Qualified Equity Financing (as defined below), the principal amount of the Note plus any accrued but unpaid interest will be automatically converted into that number of shares of the Company's Next Stock issued in the Next Qualified Equity Financing as is equal to the then principal balance of the Note plus any accrued but unpaid interest divided by the price per share of the Company's Next Stock; PROVIDED, HOWEVER, the amounts outstanding under the Note shall not be subject to conversion without the written consent of the Investor unless, as of the closing of such Next Qualified Equity Financing, the Chief Executive Officer candidate previously identified to Greenwich, has entered into an employment contract with the Company and commenced employment with the Company.

Conversion of the Note. This Note shall be convertible according to the following terms: (a) The principal and unpaid accrued interest of this Note will be automatically converted into Common Stock at the election of the Holder which may be exercised at any time after the date that is 6 months following the issuance of this Note. The number of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by the Conversion Price. “Conversion Price” shall mean $2.78.