Epstein Secrets

, all reasonably satisfactory to the Company. II. Governing Law. This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws. 12. Business Day Definition. For purposes hereof, the term "business day" shall mean

st to be converted by (y) the Fixed Conversion Price. The term "Fixed Conversion Price" means $0.50, subject to adjustment as provided herein. (b) Mechanics of Conversion. In order to convert Debentures into shares of Common Stock, the Holder shall surrender the certificate or certificates therefor, duly endorsed, by

UNDER OR RELATING HERETO. This Debenture shall be governed by, interpreted under and construed in accordance with the internal substantive laws of the State of New York applicable to contracts executed and to be performed wholly within that State without giving effect to the choice or conflict of laws principles or

ock that are issued upon the conversion of the Debenture as contemplated hereby are hereinafter sometimes referred to as "Conversion Shares." 2.2. Mechanics of Conversion. As a condition to the right of the Holder to be entitled to convert all or any part of this Debenture into shares of Common Stock pursuant to Secti

future holder of the securities purchased hereunder. 8.2 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of New York, without reference to principles of choice of law. 8.3 Survival. Unless otherwise set forth in this Agreement, the representations, warranties cov

ggregate gross proceeds to the Corporation (prior to underwriters' commissions and expenses) of not less than S15,000,000 (a "Qua! fled IPO"). (c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificat