Common use of Financing Transaction Clause in Contracts

Financing Transaction. After the execution of this Agreement by all of the parties hereto, Parent shall engage KSH Investment Group, Inc. and any other investment banker(s), in the discretion of KSH Investment Group, Inc. (the "Investment Banker,), to use their best efforts to offer units of convertible securities for five dollars ($5) per unit, with each unit consisting of: (a) one (1) share of a five dollar ($5.00) Series A six percent (6%) convertible preferred stock of the Parent ("Parent Series A Preferred"), with each such share convertible into ten (10) shares of Parent Common Stock and dividends payable quarterly in Parent Common Stock, and; (b) two (2) redeemable warrants, with each warrant entitling the holder to purchase one (1) share of Parent Common Stock at an exercise price of sixty cents ($.60) for a period of five (5) years from issue date (the units are referred to herein as the "Equity Securities") for such purchase price yielding offering proceeds in the minimum amount of one million dollars ($1,000,000) (the "Minimum Financing Condition") and a maximum of five million dollars ($5,000,000). Based on the value of the Parent Common Stock as of the effective date of the offering, the number of shares of Parent Common Stock into which one share of Parent Series A Preferred is convertible may be changed with the written consent of the Investment Banker and Parent. Notwithstanding anything contained in this Agreement to the contrary, Parent shall retain the sole and exclusive right to accept or reject any transaction or investor without any liability to the Company or the Hotel Stockholders for rejection thereof. The sale of Equity Securities shall commence immediately following or contemporaneously with the Closing, as described under Section 6.3 of this Agreement. V.2