Common use of Exercise of Conversion Rights Clause in Contracts

Exercise of Conversion Rights. The Holder shall exercise the Holder's rights to convert as described herein by surrendering the Note to the Bank, at the offices of the Bank at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other address as the Bank has provided to the Holder in writing. The Note shall be accompanied by written notice stating the portion of the Note which the Holder intends to convert, which if less than the amount of all outstanding amounts under the Note shall be no less than $100,000. No fractional shares or script representing fractional shares will be issued upon any conversion, but an adjustment in cash will be made in respect of any fraction of a share which would otherwise be issuable upon surrender of the Note for conversion. If any such conversion shall be for less than the full principal amount of the Note then outstanding, the Bank will forthwith issue to the Holder a new Note in the principal amount remaining after such conversion, dated the date hereof, and otherwise upon all of the terms and conditions and in the form hereof. The Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of the Note for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder, as Holder of the Note, shall cease to the extent of the portion of the Note so converted and the Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion of the Note. As promptly as practicable on or after the date of any conversion in full or in part of the Note, but in no event later than five business days thereafter, FFG shall contribute the Shares to be issued to the Holder to the Bank and the Bank shall deliver to the Holder, or as the Holder may direct, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion together with (a) payment in lieu of any fraction of a share, as hereinabove provided, (b) in the case of any partial conversion of the Note, a new Note or Note as hereinabove provided and (c) interest through the date of conversion on the principal amount converted.

Exercise of Conversion Rights. The Holder shall To exercise the Holder's rights his right to convert as described herein by surrendering all or any portion of the Note into Common Stock, the holder of the Note shall deliver the Conversion Notice and a photocopy of the Note to the Bank, Borrower at the offices of the Bank at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other its address as the Bank has provided to the Holder designated in writingSection 9.02 below. The Note Conversion Notice shall be accompanied by written notice stating in the portion of form attached hereto as Exhibit V and shall set forth the Note which the Holder intends to convertConversion Date, which if less than the amount of all outstanding amounts principal owed under the Note shall to be no less than $100,000. No fractional shares or script representing fractional shares will converted into Common Stock, whether any unpaid accrued interest is to be issued upon any conversionconverted into Common Stock and, but an adjustment in cash will if so, how much interest is to be made in respect of any fraction of a share which would otherwise be issuable upon surrender of the Note for conversion. If any such conversion shall be for less than the full principal amount of the Note then outstanding, the Bank will forthwith issue to the Holder a new Note in the principal amount remaining after such conversion, dated the date hereofconverted, and otherwise upon all of the terms and conditions and in the form hereof. The Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of the Note for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder, as Holder of the Note, shall cease to the extent of the portion of the Note so converted and the Holder shall be treated for all purposes as the record registered holder of the Common Stock issuable upon conversion Stock, if different from the holder of the Note. As promptly as practicable on or Within fifteen (15) days after the date delivery of any conversion in full or in part a fully completed Conversion Notice and a photocopy of the NoteNote by the holder of the Note or his designee, but in no event later than five business days thereafter, FFG shall contribute the Shares to be issued to the Holder to the Bank and the Bank Borrower shall deliver to the Holderholder of the Note or, or if different, the designated registered holder of the Common Stock, the following (which is hereinafter referred to collectively as the Holder may direct, a certificate or certificates for "Conversion Consideration"): (i) the number of full shares of Common Stock issuable upon such conversion together determined in accordance with Section 4.03 hereof and the Note, (aii) payment in New York Clearing House funds or other funds acceptable to the holder of the Note of an amount equal to any portion of unpaid accrued interest owed under the Note which is not converted into Common Stock as designated in the Conversion Notice, (iii) if the Note is not fully converted into Common Stock, a replacement Note for the remainder of the outstanding principal balance in the form of Exhibit I attached hereto, bearing interest at the same rate as the original Note and maturing on the Maturity Date; and (iv) if the Note is not fully converted into Common Stock, payment of cash in lieu of any fraction fractional shares of a shareCommon Stock, as hereinabove providedbased on the then current market value of Common Stock. No adjustment is to be made on conversion for dividends on shares of Common Stock issued on conversion. Upon receipt of the Conversion Consideration, (b) the Lender shall promptly deliver to the Borrower at its address designated in the case of any partial conversion of Section 9.02 below the Note, a new Note accompanied (if so required by the Borrower) by instruments of transfer, in form satisfactory to the Borrower, duly executed by the holder or Note as hereinabove provided and (c) interest through the date of conversion on the principal amount convertedby his duly authorized attorney in writing.