FORM OF CONVERTIBLE DEBENTURE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE
DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS
OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND
REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED.
No. 1 $2,000,000
7% CONVERTIBLE DEBENTURE
of
Creative Host Services, Inc., a California corporation (together with its
successors, the "Company"), for value received hereby promises to pay to:
GCA STRATEGIC INVESTMENT FUND LIMITED
(The "Holder") and registered assigns, the principal sum of Two Million
($2,000,000) or, if less, the principal amount of this Debenture then
outstanding, on the Maturity Date by wire transfer of immediately available
funds to the Holder in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest which shall accrue beginning the date hereof,
quarterly in arrears, on (i) the last day of March, June, September and December
of each year until the Maturity Date, commencing December 31, 2000 (unless such
day is not a Business Day, in which event on the next succeeding Business Day)
(each an "Interest Payment Date"), (ii) the Maturity Date, (iii) each Conversion
Date, as hereafter defined, and (iv) the date the principal amount of the
Convertible Debentures shall be declared to be or shall automatically become due
and payable, on the principal sum hereof outstanding in like coin or currency,
at the rates per annum set forth below, from the most recent Interest Payment
Date to which interest has been paid on this Convertible Debenture, or if no
interest has been paid on this Convertible Debenture, from the date of this
Convertible Debenture until payment in full of the principal sum hereof has been
made. The Maturity Date is September 26, 2003.
The interest rate shall be seven percent (7%) per annum (the "Interest
Rate") or, if less, the maximum rate permitted by applicable law. Past due
amounts (including interest, to the extent permitted by law) will also accrue
interest at the Interest Rate plus 2% per annum or, if less, the maximum rate
permitted by applicable law, and will be payable on demand ("Default Interest").
Interest on this Convertible Debenture will be calculated on the basis of a
360-day year of twelve 30 day months. All payments of principal and interest
hereunder shall be made for the benefit of the Holder pursuant to the terms of
the Agreement (hereafter defined). At the option of the Company, interest may
be paid in cash or in shares of Common Stock. If the Company determines to pay
interest in shares of Common Stock, it shall be required to notify the Holder of
such election on the Closing Date. On each Conversion Date, interest shall be
paid in shares of Common Stock on the portion of the principal balance of the
Convertible Debenture then being converted. The number of shares of Common
Stock issued as interest shall be determined by dividing the dollar amount of
interest due on the applicable Interest Payment Date by the Conversion Price
then in effect.
This Convertible Debenture (this "Convertible Debenture") is a duly
authorized issuance of Convertible Debentures of the Company referred to in that
certain Securities Purchase Agreement dated as of the date hereof between the
Company and the Purchaser named therein (the "Agreement"). The Agreement
contains certain additional agreements among the parties with respect to the
terms of this Convertible Debenture, including, without limitation, provisions
which (A) limit the conversion rights of the Holder, (B) specify voluntary and
mandatory repayment, prepayment and redemption rights and obligations and (C)
specify Events of Default following which the remaining balance due and owing
hereunder may be accelerated. All such provisions are an integral part of this
Convertible Debenture and are incorporated herein by reference. This
Convertible Debenture is transferable and assignable to one or more Persons, in
accordance with the limitations set forth in the Agreement.
Effective as of October 26, 2000 this Convertible Debenture shall be
secured by a Security Agreement (the "Security Agreement") of even date herewith
made by the Company and Holder creating a security interest in favor of the
Holder in certain of the Company's assets described in the Security Agreement.
The Company shall keep a register (the "Register") in which shall be
entered the names and addresses of the registered holder of this Convertible
Debenture and particulars of this Convertible Debenture held by such holder and
of all transfers of this Convertible Debenture. References to the Holder or
"Holders" shall mean the Person listed in the Register as registered holder of
such Convertible Debentures. The ownership of this Convertible Debenture shall
be proven by the Register.
1. CERTAIN TERMS DEFINED. All terms defined in the Agreement and not
otherwise defined herein shall have for purposes hereof the meanings provided
for in the Agreement.
2. COVENANTS. The Company covenants and agrees to observe and perform
each of its covenants, obligations and undertakings contained in the Agreement,
which obligations and undertakings are expressly assumed herein by the Company
and made for the benefit of the holder hereof.
3. PAYMENT OF PRINCIPAL; PREPAYMENT. The Company shall repay the
remaining unpaid balance of this Convertible Debenture on the Maturity Date.
For so long as no Event of Default or Default has occurred, the Company may
prepay all of the outstanding principal amount and accrued interest of this
Convertible Debenture on or before the thirtieth day following the date of this
Convertible Debenture for a prepayment price equal to the original outstanding
principal amount of this Convertible Debenture plus all accrued interest thereon
(the "Prepayment Price"). In addition to the foregoing, the Company may or
shall be obligated to under certain circumstances, redeem all or a portion of
this Convertible Debenture on the terms specified in the Agreement in accordance
with Section 5 of this Convertible Debenture.
4. CONVERSION.
4.1 CONVERSION OF CONVERTIBLE DEBENTURE. Subject to Section 5 hereof, the
Holder shall have the right, at its option, at any time from and after the
thirtieth day following the date of issuance of this Convertible Debenture,
convert the principal amount of this Convertible Debenture, or any portion of
such principal amount, into that number of fully paid and nonassessable shares
of Common Stock (as such shares shall then be constituted) determined pursuant
to this Section 4.1. The number of shares of Common Stock to be issued upon
each conversion of this Convertible Debenture shall be determined by dividing
the Conversion Amount (as defined below) by the Conversion Price in effect on
the date (the "Conversion Date") a Notice of Conversion is delivered to the
Company, as applicable, by the Holder by facsimile or other reasonable means of
communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion
Amount" means, with respect to any conversion of this Convertible Debenture, the
sum of (1) the principal amount of this Convertible Debenture to be converted in
such conversion plus (2) accrued and unpaid interest, if any, on such principal
amount at the interest rates provided in this Convertible Debenture to the
Conversion Date plus (3) Default Interest, if any, on the interest referred to
in the immediately preceding clause (2) plus (4) at the Holder's option, any
amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the
Agreement or Section 10.4 of the Agreement.
4.2 CONVERSION PRICE. At the option of the Holder, any portion or all of
the outstanding principal amount of this Convertible Debenture shall be
converted into a number of shares of Common Stock at the conversion price (the
"Conversion Price") equal to the lesser of (i) 110% of the volume weighted
average sales price of the Common Stock, as reported by Bloomberg L.P. on the
day immediately preceding the Closing Date (the "Fixed Conversion Price") and
(ii) 85% of the average of the five (5) lowest volume weighted average sales
prices of the Common Stock as reported by Bloomberg L.P. during the twenty-five
(25) Trading Days immediately preceding but not including the date of the
related Notice of Conversion (the "Formula Conversion Price").
4.3 AUTHORIZED SHARES.
(a) Consistent with Section 7.11 of the Agreement, the Company (i)
shall promptly irrevocably instruct the Company's transfer agent to issue
certificates for the Common Stock issuable upon conversion of this Convertible
Debenture and (ii) agrees that its issuance of this Convertible Debenture shall
constitute full authority to its officers and agents who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance with the terms and
conditions of this Convertible Debenture.
(b) If at any time a Holder of this Convertible Debenture submits
a Notice of Conversion (x) the Company does not have sufficient authorized but
unissued shares of Common Stock available to effect such conversion in full in
accordance with the provisions of this Article 4 or (y) the Company is
prohibited by the applicable rules of the OTC Bulletin Board or the National
Market on which the Common Shares are listed and traded at that time to effect
such conversion in full as provided in subsection (d) below, without stockholder
approval (each, a "Conversion Default"), the Company shall issue to the Holder
all of the shares of Common Stock which are then available to effect such
conversion. The portion of this Convertible Debenture which the Holder included
in its Conversion Notice and which exceeds the amount which is then convertible
into available shares of Common Stock (the "Excess Amount") shall,
notwithstanding anything to the contrary contained herein, not be convertible
into Common Stock in accordance with the terms hereof until (and at the Holder's
option at any time after) the date additional shares of Common Stock are
authorized by the Company, or its stockholders, as applicable, at which time the
Conversion Price in respect thereof shall be the lower of (i) the Conversion
Price on the Conversion Default Date (as defined below) and (ii) the Conversion
Price on the Conversion Date thereafter elected by the Holder in respect
thereof. The Company shall pay to the Holder payments ("Conversion Default
Payments") for a Conversion Default in the amount of (N/365) x .24 x the Excess
Amount on the Conversion Date in respect of the Conversion Default (the
"Conversion Default Date"), where N = the number of days from the Conversion
Default Date to the date (the "Authorization Date") that the Company, or its
stockholders, as applicable, authorizes a sufficient number of shares of Common
Stock to effect conversion of the full outstanding principal balance of this
Convertible Debenture. The Company shall use its best efforts to authorize, or
cause its stockholders to authorize within 40 days of the occurrence of a
Conversion Default, as applicable, a sufficient number of shares of Common Stock
as soon as practicable following the earlier of (i) such time that the Holder
notifies the Company or that the Company otherwise becomes aware that there are
or likely will be insufficient shares to allow full conversion thereof and (ii)
a Conversion Default. The Company shall send notice to the Holder of the
authorization of additional shares of Common Stock, the Authorization Date and
the amount of Holder's accrued Conversion Default Payments. The accrued
Conversion Default Payments for each calendar month shall be paid in cash or
shall be convertible into Common Stock (at such time as there are sufficient
authorized shares of Common Stock) at the Market Price, at the Holder's option,
as follows:
(1) In the event the Holder elects to take such payment in cash, cash
payment shall be made to Holder by the fifth Business Day of the month following
the month in which it has accrued; and
(2) In the event the Holder elects to take such payment in Common
Stock, the Holder may convert such payment amount into Common Stock at the
Conversion Price (as in effect at the time of conversion) at any time after the
fifth Business Day of the month following the month in which it has accrued (at
such time as there are sufficient authorized shares of Common Stock) in
accordance with the terms of this Article 4.
(c) The Holder's election pursuant to this Section 4.3 shall be
made in writing to the Company at any time prior to 5:00 p.m., E.S.T., on the
third Business Day of the month following the month in which Conversion Default
payments have accrued. If no election is made, the Holder shall be deemed to
have elected to receive cash. Nothing herein shall limit the Holders right to
pursue actual damages (to the extent in excess of the Conversion Default
Payments) due to the Company's failure to maintain a sufficient number of
authorized shares of Common Stock.
(d) In no event shall the Company issue more than the Maximum
Number of Shares upon conversion of this Convertible Debenture, unless the
Company shall have obtained approval by the stockholders of the Company
("Stockholder Approval") or a waiver of such requirement by the OTC Bulletin
Board or the National Market on which the Common Shares are listed and traded at
that time. Once the Maximum Number of Shares has been issued (the date of which
is hereinafter referred to as the "Maximum Conversion Date"), unless the Company
shall have obtained Stockholder Approval or a waiver of such requirement by the
OTC Bulletin Board or the National Market on which the Common Shares are listed
and traded at that time within 40 days of the Maximum Conversion Date, the
Company shall pay to the Holder within five (5) Business Days of the Maximum
Conversion Date (or, if the Company is, in good faith, using its best efforts to
obtain Stockholder Approval, then the earlier of (x) 40 days following the
Maximum Conversion Date, and (y) such date that it becomes reasonably apparent
that Stockholder Approval will not be obtained within such 40 days period), the
Formula Price plus accrued and unpaid Default Interest, if any. The Maximum
Number of Shares shall be subject to adjustment from time to time for stock
splits, stock dividends, combinations, capital reorganizations and similar
events relating to the Common Stock occurring after the date hereof as
contemplated by Article XI of the Agreement. With respect to each Holder of
Convertible Debentures, the Maximum Number of Shares shall refer to such
Holder's pro rata share thereof based upon the aggregate principal balance of
the Convertible Debentures then outstanding. In the event that the Company
obtains Stockholder Approval, approval of the OTC Bulletin Board or the National
Market on which the Common Shares are listed and traded at that time, or
otherwise is able to increase the number of shares to be issued above the
Maximum Number of Shares (such increased number being the "New Maximum Number of
Shares"), the references to Maximum Number of Shares above shall be deemed to
be, instead, references to the New Maximum Number of Shares.
4.4 METHOD OF CONVERSION.
(a) Notwithstanding anything to the contrary set forth herein,
upon conversion of this Convertible Debenture in accordance with the terms
hereof, the Holder shall not be required to physically surrender this
Convertible Debenture to the Company unless the entire unpaid principal amount
of this Convertible Debenture is so converted. Rather, records showing the
principal amount converted (or otherwise repaid) and the date of such conversion
or repayment shall be maintained on a ledger substantially in the form of Annex
A attached hereto (a copy of which shall be delivered to the Company or transfer
agent with each Notice of Conversion). It is specifically contemplated that the
Holder hereof shall act as the calculation agent for conversions and repayments.
In the event of any dispute or discrepancies, such records maintained by the
Holder shall be controlling and determinative in the absence of manifest error
or failure of Holder to record the principal amount converted (or otherwise
repaid) from time to time, in which events the record of the Company shall be
controlling and determinative. The Holder and any assignee, by acceptance of
this Convertible Debenture, acknowledge and agree that, by reason of the
provisions of this paragraph, following a conversion of a portion of this
Convertible Debenture, the principal amount represented by this Convertible
Debenture will be the amount indicated on Annex A attached hereto (which may be
less than the amount stated on the face hereof).
(b) The Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of
shares of Common Stock or other securities or property on conversion of this
Convertible Debenture in a name other than that of the Holder (or in street
name), and the Company shall not be required to issue or deliver any such shares
or other securities or property unless and until the person or persons (other
than the Holder or the custodian in whose street name such shares are to be held
for the Holder's account) requesting the issuance thereof shall have paid to the
Company the amount of any such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
(c) Subject to Section 5 hereof, upon receipt by the Company of a
Notice of Conversion, the Holder shall be deemed to be the holder of record of
the Common Stock issuable upon such conversion, the outstanding principal amount
and the amount of accrued and unpaid interest on this Convertible Debenture
shall be deemed reduced to reflect such conversion, and, unless the Company
defaults on its obligations under this Article 4, all rights with respect to the
portion of this Convertible Debenture being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash
or other assets, as herein provided, on such conversion. Subject to Section 5
hereof, if the Holder shall have given a Notice of Conversion as provided
herein, the Company's obligation to issue and deliver the certificates for
shares of Common Stock shall be absolute and unconditional, irrespective of the
absence of any action by the Holder to enforce the same, any waiver or consent
with respect to any provisions thereof, the recovery of any judgment against any
person or any action by the Holder to enforce the same, any failure or delay in
the enforcement of any other obligation of the Company to the Holder of record,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder of any obligation to the Company, and
subject to Section 4.4(a) irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with
such conversion. The date of receipt (including receipt via telecopy) of such
Notice of Conversion shall be the Conversion Date so long as it is received
before 5:00 p.m., E.S.T., on such date.
(d) Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the expiration of the
Deadline with respect to a conversion of any portion of this Convertible
Debenture for any reason, then (unless the Holder otherwise elects to retain its
status as a holder of Common Stock by so notifying the Company), the Holder
shall regain the rights of a Holder of this Convertible Debenture with respect
to such unconverted portions of this Convertible Debenture and the Company
shall, as soon as practicable, return such unconverted Convertible Debenture to
the holder or, if the Convertible Debenture has not been surrendered, adjust its
records to reflect that such portion of this Convertible Debenture not been
converted. In all cases, the Holder shall retain all of its rights and remedies
(including, without limitation, (i) the right to receive Conversion Default
Payments to the extent required thereby for such Conversion Default and any
subsequent Conversion Default and (ii) the right to have the Conversion Price
with respect to subsequent conversions determined in accordance with Section 4.3
for the Company's failure to convert this Convertible Debenture.
(e) In lieu of delivering physical certificates representing the
Common Stock issuable upon conversion, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of the Holder and its compliance with the
provisions contained in Section 4.1 and in this Section 4.4, the Company shall
use its best efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon conversion to the Holder by crediting the account of
Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission
System.
5. REDEMPTION BY COMPANY.
5.1 COMPANY'S RIGHT TO REDEEM. In accordance with the provisions of the
Purchase Agreement, the Company may elect at any time following the thirtieth
day following the date of issuance of this Convertible Debenture, or be
required, upon receipt of a Notice of Conversion, to redeem in whole or in part,
the remaining unpaid principal amount of this Convertible Debenture, for cash at
a redemption price (the "Redemption Price") equal to (x) the number of shares of
Common Stock into which this Convertible Debenture is then convertible, times
(y) the average Closing Bid Price of Common Stock for the five (5) trading days
as reported by Bloomberg L.P. immediately prior to the date that this
Convertible Debenture is called for redemption, plus accrued and unpaid
interest.
5.2 MECHANICS OF REDEMPTION. The Company shall effect each such redemption
within three business days of giving notice of its election to redeem by
facsimile with a copy by either overnight or 2-day courier to the Holder of this
Convertible Debenture to be redeemed at the address and facsimile number of such
Holder appearing in the Company's register for the Convertible Debentures. Such
redemption notice shall indicate whether the Company will redeem all or part of
such portion of the Convertible Debenture to be redeemed and the applicable
Redemption Price. The Company shall not be entitled to send any notice of
redemption and begin the redemption procedure unless it has (i) the full amount
of the Redemption Price, in cash, available in a demand or other immediately
available account in a bank or similar financial institution or (ii) immediately
available credit facilities, in the full amount of the Redemption Price, with a
bank or similar financial institution on the date the redemption notice is sent
to the Holders of this Convertible Debenture. Provided, however, the Company
will process any Notice of Conversion received prior to the issuance of a notice
of redemption; and further provided that, after a notice of redemption has been
issued, the Holder may issue a Notice of Conversion which will not be honored
unless the Company fails to make the redemption payment when due. In the event
of such failure, the Notice of Conversion will be honored as of the date of the
Notice of Conversion. Additionally, if the Company fails to make full payments
of the Redemption Price of this Convertible Debenture being redeemed by the
third business day following the notice or redemption, then the Company waives
its right to redeem any of the remaining then outstanding Debentures, unless
approved by the Holder.
5.3 PAYMENT OF REDEMPTION PRICE. The Redemption Price shall be paid to the
Holder of this Convertible Debenture within three business days of the delivery
of the notice of such redemption to such Holder.
6. HOLDER'S RIGHT TO ADVANCE NOTICE OF ELECTION REDEEM.
6.1 HOLDER'S RIGHT TO ELECT TO RECEIVE NOTICE OF CASH REDEMPTION BY COMPANY.
The Holder of this Convertible Debenture shall have the right to require Company
to provide advance notice stating whether the Company will elect to redeem all
or part of the redeemable portion in cash, pursuant to the Company's redemption
rights discussed in Section 5.1 above.
6.2 MECHANICS OF HOLDER'S ELECTION NOTICE. Holder shall give notice to the
Company by facsimile (the "Election Notice"), requiring that the Company
disclose whether the Company would elect to redeem the redeemable portion of
this Convertible Debenture (in whole or in part) if the Holder were to provide a
Notice of Conversion and sought to convert the Convertible Debenture in such
principal amount as is specified in the Notice of Election.
6.3 COMPANY'S RESPONSE. Company must respond, disclosing its election,
within two (2) business days of receipt of Holder's Election Notice via
facsimile. If Company does not respond to Holder within two (2) business days
(by 12:00 noon, if required above) via facsimile, Company shall be deemed to
have forfeited its right to exercise redemption pursuant to Section 5(a) upon
its receipt of (but only with respect to) that Notice of Conversion.
7. MISCELLANEOUS. This Convertible Debenture shall be deemed to be a
contract made under the laws of the State of California, and for all purposes
shall be governed by and construed in accordance with the laws of said State.
The parties hereto, including all guarantors or endorsers, hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Convertible Debenture, except as specifically provided herein, and asset to
extensions of the time of payment, or forbearance or other indulgence without
notice. The Company hereby submits to the exclusive jurisdiction of the United
States District Court for the Central District of California and of any
California state court sitting in San Diego, California for purposes of all
legal proceedings arising out of or relating to this Convertible Debenture. The
Company irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. The Company
hereby irrevocably waives any and all right to trial by jury in any legal
proceeding arising out of or relating to this Convertible Debenture.
The Holder of this Convertible Debenture by acceptance of this Convertible
Debenture agrees to be bound by the provisions of this Convertible Debenture
which are expressly binding on such Holder.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: September ___, 2000
CREATIVE HOST SERVICES, INC.
By: /s/
Name:_______________________________
Title:________________________________
ANNEX A
CONVERSION AND REPAYMENT LEDGER
DATE PRINCIPAL BALANCE INTEREST CONVERTED OR PAID PRINCIPAL
CONVERTED OR PAID NEW PRINCIPAL BALANCE ISSUER INITIALS HOLDER
INITIALS
FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:
NAME:
ADDRESS:
TEL NO:
FAX NO:
CONTACT
NAME:
DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):
NAME:
ADDRESS:
TEL NO:
FAX NO:
CONTACT
NAME:
SPECIAL INSTRUCTIONS:
NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert the Convertible Debenture)
The undersigned hereby irrevocably elects to convert $________ of the
principal balance of the Convertible Debenture into shares of Common Stock, no
par value per share (the "Common Stock"), of Creative Host Services, Inc. (the
"Company") according to the conditions hereof, as of the date written below. No
fee will be charged to the Holder for any conversion, except for transfer taxes,
if any. The undersigned, as contemplated by Section 5.1 of the Securities
Purchase Agreement pursuant to which the Convertible Debenture was issued,
hereby states that the representations and warranties of the undersigned set
forth therein are true and correct in all material respects as of the date
hereof (provided, the undersigned makes no representations concerning its
investment intent with respect to the Common Stock received upon this
conversion).
Conversion calculations:
Date of Conversion
Applicable Conversion Price
Number of Shares
Name/Signature
Address: