Exhibit 10.59


 


THIS
NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS.  THIS NOTE AND THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES
LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL
SOLUTIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SECURED
CONVERTIBLE MINIMUM BORROWING NOTE


 


FOR VALUE RECEIVED, ARTEMIS INTERNATIONAL SOLUTIONS
CORPORATION a Delaware corporation (the “Borrower”) promises to pay to LAURUS MASTER
FUND, LTD., c/o Ogier Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate
House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877
(the “Holder”)
or its registered assigns, on order, the sum of One Million Five Hundred
Thousand Dollars ($1,500,000), of, if different, the aggregate principal amount
of all “Loans” (as such term is defined in the Security Agreement referred to
below), together with any accrued and unpaid interest hereon, on August 26,
2006 (the “Maturity Date”).


 


Capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Security Agreement between
Borrower and the Holder dated as of August 14, 2003 (as amended, modified and
supplemented from time to time, the “Security Agreement”).


 


The following terms shall apply to this Minimum
Borrowing Note (the “Note”):


 


ARTICLE
I

INTEREST


 


1.1  Interest
Rate.  Subject to Sections 5.3 and
6.7 hereof, interest payable on this Note shall accrue at a rate per annum
equal to the “prime rate” published in The Wall Street Journal from time
to time, plus three quarters percent (0.75%) (the “Contract Rate”), provided, however, that solely
for the period beginning on the date hereof and ending on February 15, 2004 the
Contract Rate shall be five percent (5%). 
The Prime Rate shall be increased or decreased as the case may be for
each increase or decrease in the Prime Rate in an amount equal to such increase
or decrease in the Prime Rate; each change to be effective as of the day of the
change in such rate in accordance with the terms of the Security Agreement.
Subject to Section 1.2, the Contract Rate shall not be less than five percent
(5.0%).


 


1.2  Contract
Rate Adjustments and Payments.  The Contract Rate shall be calculated on a
monthly basis and be subject to adjustment as follows: if (i) the Borrower
shall have registered the shares of the Borrower’s common stock underlying the
conversion of all currently issued and


 

















 


outstanding Minimum Borrowing Notes and that
certain warrant issued to Holder of even date herewith on a registration
statement declared effective by the Securities Exchange Commission, and (ii)
the volume weighted average price of the Common Stock as reported by
Bloomberg, L.P. on the principal market for the five (5) trading days immediately
preceding a Interest Payment Date (defined below) (the “VWAP”) exceeds the then
applicable Fixed Conversion Price, the
Contract Rate for the succeeding calendar month shall automatically be (iii)
the prime rate minus by twenty five basis points (25 b.p.) if the VWAP is equal
to or greater than 130% of, but less than 150% of, the then applicable Fixed
conversion Price (iv) the prime rate minus by seventy five basis points (75
b.p.) if the VWAP is equal to or greater than 150% of, but less than 175% of, the
then applicable Fixed conversion Price for such period or (v) the prime rate
minus by one and one quarter percent (1.25%) if the VWAP is 175% or greater
than the then applicable Fixed conversion Price (the “Discounted Interest
Rate”). If the VWAP is less than 130% of the Fixed Conversion Price, the
discounted Interest Rate shall be the Contract Rate. Interest shall be
payable monthly in arrears commencing on September 1, 2003 and on the first day
of each consecutive calendar month thereafter, (each, an “Interest Payment Date”).


 


ARTICLE
II

ADVANCES, PAYMENTS UNDER NOTE


 


2.1.          Mechanics of Advances.  All Loans evidenced by this Note shall be
made in accordance with the terms and provisions of the Security Agreement.


 


2.2.          Fixed Conversion Price.  For purposes hereof, subject to Section 3.5
hereof, the “Fixed Conversion Price”
means, (i) $1.45 for the first cumulative issuance of 190,000 shares of Common
Stock converted pursuant to the terms hereof, (ii) $1.81 for the second
cumulative issuance of 190,000 shares of Common Stock converted pursuant to the
terms hereof, and (iii) $2.57 for the cumulative issuance of 342,646 shares of
Common Stock converted pursuant to the terms hereof.  Thereafter, the Fixed Conversion Price shall be reset to 105 % of
the volume weighted average closing prices for the Common Stock on the
Principal Market, or on any securities exchange or other securities market on
which the Common Stock is then being listed or traded, for the five (5) trading
days immediately prior to the $1,500,000 aggregation of each respective new
(serialized) Minimum Borrowing Note.


 


2.2           No
Effective Registration. 
Notwithstanding anything to the contrary herein, none of the Borrower’s
obligations to the Holder may be converted into Common Stock unless (i) an effective
current Registration Statement (as defined in the Registration Rights
Agreement) covering the shares of Common Stock to be issued in connection with
satisfaction of such obligations exists, (ii) no Event of Default hereunder
exists and is continuing, unless such Event of Default is cured within any
applicable cure period or is otherwise waived in writing by the Holder in whole
or in part at the Holder’s option (iii) an exemption from registration of the
Common Stock is available to pursuant to Rule 144 of the Securities Act.


 


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2.3.          Optional Redemption in Cash.  The Borrower will have the option of
prepaying this Note (“Optional Redemption”)
by paying to the Holder a sum of money equal to one hundred thirty percent
(130%) of the principal amount of this Note together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to the
Holder arising under this Note, the Security Agreement, or any Ancillary
Agreement (as defined in the Security Agreement) (the “Redemption Amount”) on the day written
notice of redemption (the “Notice of
Redemption”) is given to the Holder. The Notice of Redemption shall
specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be seven (7) days
after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be
effective with respect to any portion of this Note for which the Holder has
previously delivered a Notice of Conversion (defined below) pursuant to Section
3.1, or for conversions elected to be made by the Holder pursuant to Section
3.1 during the Redemption Period.  The
Redemption Amount shall be determined as if such Holder’s conversion elections
had been completed immediately prior to the date of the Notice of Redemption.
On the Redemption Payment Date, the Redemption Amount (plus any additional
interest and fees accruing on the Notes during the Redemption Period) must be
irrevocably paid in full in immediately available funds to the Holder.  In the event the Borrower fails to pay the
Redemption Amount on the Redemption Payment Date, then such Redemption Notice
will be null and void.


 


ARTICLE
III

HOLDER’S CONVERSION RIGHTS


 


3.1.          Optional Conversion. Subject to
the terms of this Article III, the Holder shall have the right, but not the
obligation, at any time until the Maturity Date, or thereafter during an Event
of Default (as defined in Article V), and, subject to the limitations set forth
in Section 3.2 hereof, to convert all or any portion of the outstanding
Principal Amount and/or accrued interest and fees due and payable into fully
paid and nonassessable shares of the Common
Stock at the Fixed Conversion Price. The shares of Common Stock to be
issued upon such conversion are herein referred to as the “Conversion Shares.”


 


3.2.          Conversion Limitation.  Notwithstanding anything contained herein to
the contrary, the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible into that number of Conversion
Shares which would exceed the difference between the number of shares of Common
Stock beneficially owned by such Holder or issuable upon exercise of warrants
held by such Holder and 2.50% of the outstanding shares of Common Stock of the
Borrower.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.  The Holder may void the Conversion Shares
limitation described in this Section 3.2 upon the occurrence and during the
continuance beyond any applicable grace period of an Event of Default, by
written notice to the Borrower.


 


3.3.          Mechanics of Holder’s Conversion.
In the event that the Holder elects to convert this Note into Common Stock, the
Holder shall give notice of such election by delivering an executed and
completed notice of conversion (“Notice of Conversion”) to the Borrower and
such Notice of Conversion shall provide a breakdown in reasonable detail of the
Principal Amount, accrued interest and fees that are being converted.  On each Conversion Date (as


 


3

















 


hereinafter defined) and in accordance with its Notice of Conversion,
the Holder shall make the appropriate reduction to the Principal Amount,
accrued interest and fees as entered in its records and shall provide written
notice thereof to the Borrower within two (2) business days after the
Conversion Date.  Each date on which a
Notice of Conversion is delivered or telecopied to the Borrower in accordance
with the provisions hereof shall be deemed a Conversion Date (the “Conversion
Date”).  A form of Notice of
Conversion to be employed by the Holder is annexed hereto as Exhibit A.  Pursuant to the terms of the Notice of
Conversion, the Borrower will issue instructions to the transfer agent
accompanied by an opinion of counsel within one (1) business day of the date of
the delivery to Borrower of the Notice of Conversion and shall cause the
transfer agent to transmit the certificates representing the Conversion Shares
to the Holder by crediting the account of the Holder’s designated broker with
the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent
Commission (“DWAC”) system within
three (3) business days after receipt by the Borrower of the Notice of
Conversion (the “Delivery Date”). In the case of the exercise of the conversion
rights set forth herein the conversion privilege shall be deemed to have been
exercised and the Conversion Shares issuable upon such conversion shall be
deemed to have been issued upon the date of receipt by the Borrower of the
Notice of Conversion. The Holder shall be treated for all purposes as the
record holder of such Common Stock, unless the Holder provides the Borrower
written instructions to the contrary.


 


3.4.          Late Payments. The Borrower
understands that a delay in the delivery of the shares of Common Stock in the
form required pursuant to this Article beyond the Delivery Date could result in
economic loss to the Holder.  As
compensation to the Holder for such loss, the Borrower agrees to pay late
payments to the Holder for late issuance of such shares in the form required
pursuant to this Article III upon conversion of the Note, in the amount equal
to the greater of (i) $500 per business day after the Delivery Date and (ii)
the holder’s actual damages arising form such delayed delivery.    The Borrower shall pay any payments
incurred under this Section 3.4 in immediately available funds, upon demand of
Holder.


 


3.5.          Adjustment Provisions. The
Fixed Conversion Price and number and kind of shares or other securities to be
issued upon conversion determined pursuant to Section 2.2 shall be subject to
adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:


 


A.            Reclassification, etc.  If the Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be
deemed to evidence the right to purchase an adjusted number of such securities
and kind of securities as would have been issuable as the result of such change
with respect to the Common Stock immediately prior to such reclassification or
other change.


 


B.            Stock Splits, Combinations and
Dividends.  If the shares of Common
Stock are subdivided or combined into a greater or smaller number of shares of
Common Stock, or if a dividend is paid on the Common Stock in shares of Common
Stock, the Fixed Conversion Price shall be proportionately reduced in case of
subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such


 


4

















 


event bears to the total number of shares of Common Stock outstanding
immediately prior to such event.


 


C.            Share
Issuances.  Subject to the
provisions of this Section 3.5, if the Borrower shall at any time prior to the
conversion or repayment in full of the Principal Amount issue any shares of
Common Stock or securities convertible into Common Stock to a person other than
the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to
options, warrants, or other obligations to issue shares outstanding as
disclosed to Holder in writing; or (iii) pursuant to options that may be issued
under any employee incentive stock option and/or any qualified stock option
plan adopted by the Borrower) for a consideration per share (the “Offer Price”) less than the Fixed
Conversion Price in effect at the time of such issuance, then the Fixed
Conversion Price shall be immediately reset to such lower Offer Price. For
purposes hereof, the issuance of any security of the Borrower convertible into
or exercisable or exchangeable for Common Stock shall result in an adjustment
to the Fixed Conversion Price at the time of issuance of such securities.


 


D.            Computation of Consideration.
For purposes of any computation respecting consideration received pursuant to
Subsection C above, the following shall apply:


 


(a)           in the case of the issuance of shares
of Common Stock for cash, the consideration shall be the amount of such cash,
provided that in no case shall any deduction be made for any commissions,
discounts or other expenses incurred by the Borrower for any underwriting of
the issue or otherwise in connection therewith;


 


(b)           in the case of the issuance of shares
of Common Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair market value
thereof as determined in good faith by the Board of Directors of the Borrower
(irrespective of the accounting treatment thereof); and


 


(c)           Upon any such exercise, the aggregate
consideration received for such securities shall be deemed to be the
consideration received by the Borrower for the issuance of such securities plus
the additional minimum consideration, if any, to be received by the Borrower
upon the conversion or exchange thereof (the consideration in each case to be
determined in the same manner as provided in clauses (a) and (b) of this
Subsection (D)).


 


3.6.          Reservation of Shares. During
the period the conversion right exists, the Borrower will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of Common Stock upon the full conversion of this Note.  The Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and
non-assessable.  The Borrower agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.


 


3.7.          Registration Rights.  The Holder has been granted registration
rights with respect to the shares of Common Stock issuable upon conversion of
this Note as more fully set forth in a Registration Rights Agreement dated the
date hereof.


 


5

















 


ARTICLE
IV

EVENTS OF DEFAULT


 


The occurrence of any of the following events is an
Event of Default (“Event of Default”):


 


4.1.          Failure to Pay Principal, Interest
or other Fees.  The Borrower fails
to pay when due any installment of principal, interest or other fees hereon or
on any other Note issued pursuant to the Security Agreement, when due in
accordance with the terms of such Note, provided, however, that the Company
shall have five (5) business days to cure any such payment default.


 


4.2.          Breach of Covenant.  The Borrower breaches any covenant or other
term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of ten (10) days after the occurrence
thereof.


 


4.3.          Breach of Representations and
Warranties.  Any material
representation or warranty of the Borrower or the Subsidiary Guarantor made
herein, or the Security Agreement, or in any Ancillary Agreement shall be false
or misleading, in any material respect.


 


4.4.          Stop Trade.  An SEC stop trade order or Principal Market
trading suspension of the Common Stock shall be in effect for 5 consecutive
days or 5 days during a period of 10 consecutive days, excluding in all cases a
suspension of all trading on a Principal Market, provided that the Borrower
shall not have been able to cure such trading suspension within 30 days of the
notice thereof or list the Common Stock on another Principal Market within 60
days of such notice.  The “Principal
Market” for the Common Stock shall include the NASD OTC Bulletin Board, NASDAQ
SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New
York Stock Exchange (whichever of the foregoing is at the time the principal
trading exchange or market for the Common Stock), or any securities exchange or
other securities market on which the Common Stock is then being listed or
traded.


 


4.5.          Receiver or Trustee.  If the Borrower or the Subsidiary Guarantor
shall (i) apply for, consent to or suffer to exist the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its property, (ii) make a general assignment
for the benefit of creditors, (iii) commence a voluntary case under the federal
bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated bankrupt
or insolvent, (v) file a petition seeking to take advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, or fail to have
dismissed, within thirty (30) days, any petition filed against it in any involuntary
case under such bankruptcy laws, or (vii) take any action for the purpose of
effecting any of the foregoing.


 


4.6.          Judgments.  Any money judgment, writ or similar final
process shall be entered or filed against the Borrower or any of its property
or other assets for more than $250,000, and shall remain unvacated, unbonded or
unstayed for a period of ninety (90) days.


 


4.7.          Default Under Related Agreement.  The occurrence of an Event of Default under
and as defined in the Security Agreement and/or the Ancillary Agreements.


 


6

















 


ARTICLE
V

DEFAULT PAYMENTS


 


5.1.          Default Payment.  If an Event of Default occurs and is
continuing beyond any applicable grace period, the Holder, at its option, may
elect, in addition to all rights and remedies of Holder under the Security
Agreement and all obligations of Borrower under the Security Agreement, to
require the Borrower to make a Default Payment (“Default Payment”).  The Default Payment shall be 120% of the
outstanding principal amount of the Note, plus accrued but unpaid interest, all
other fees then remaining unpaid, and all other amounts payable hereunder. The
Default Payment shall be applied first to any fees due and payable to Holder
pursuant to the Notes or the Ancillary Agreements, then to accrued and unpaid
interest due on the Notes and then to outstanding principal balance of the
Notes.


 


5.2.          Default Payment Date and Default
Notice Period.  The Default Payment
shall be due and payable on the fifth business day after an Event of Default as
defined in Article IV (“Default Payment Date”) has occurred and is
continuing beyond any applicable grace period. 
The period between date upon which of an Event of Default has occurred
and is continuing beyond any applicable grace period and the Default Payment
Date shall be the “Default Period.”  If during the Default Period, the Borrower cures the Event of
Default, the Event of Default will no longer exist and any additional rights
the Holder had triggered by the occurrence and continuance of an Event of
Default will no longer exist.  If the
Event of Default is not cured during the Default Notice Period, all amounts
payable hereunder shall be due and payable on the Default Payment Date, all
without further demand, presentment or notice, or grace period, all of which
hereby are expressly waived.


 


5.3.          Default Interest Rate.  Following the occurrence and during the
continuance of an Event of Default, interest on this Note shall automatically
be determined as set forth in Section 5(a)(iii) of the Security Agreement, and
all outstanding Obligations, including unpaid interest, shall continue to
accrue interest from the date of such Event of Default at such interest rate
applicable to such Obligations until such Event of Default is cured or waived.


 


5.4.          Cumulative Remedies.  The remedies under this Note shall be
cumulative.


 


ARTICLE
VI

MISCELLANEOUS


 


6.1.          Failure or Indulgence Not Waiver.  No failure or delay on the part of the
Holder hereof in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. 
All rights and remedies existing hereunder are cumulative to, and not
exclusive of, any rights or remedies otherwise available.


 


6.2.          Notices.  Any notice herein required or permitted to
be given shall be in writing and provided in accordance with the terms of the
Security Agreement.


 


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6.3.          Amendment Provision.  The term “Note” and all reference thereto,
as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument as it may be amended or
supplemented.


 


6.4.          Assignability.  This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns, and may be assigned by the Holder in accordance
with the requirements of the Security Agreement.


 


6.5.          Cost of Collection.  If default is made in the payment of this
Note, the Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys’ fees.


 


6.6.          Governing Law, Dispute
Resolution.  


 


(a) This agreement
and the ancillary agreements shall be governed by and construed and enforced in
accordance with the laws of the state of New York applicable to contracts made
and performed in such state, without regard to the conflicts of law provisions
thereof.


 


(b) Any dispute,
controversy or claim arising under, out of or relating to this Agreement,
including, without limitation, its formation, validity, binding effect, interpretation,
performance, breach or termination, as well as non-contractual claims, shall be
referred to and finally determined by arbitration in accordance with the
Commercial Arbitration Rules (“Rules”) of the American Arbitration Association
(“AAA”) and conducted by a single arbitrator in accordance with the Rules in
the City of New York, State of New York. 
In the event of any conflict between this Agreement and such rules, the
provisions of this Agreement shall govern.


 


(c) The arbitrator shall
not have the authority, power, or right to alter, change, amend, modify, add,
or subtract from any provision of this Agreement or to award punitive damages.
The decision of the arbitrator shall be final and incontestably binding upon
the parties and not subject to appeal. 
Judgment upon any award may be entered in any court of competent
jurisdiction.  Each party shall share
equally the fees and expenses of the arbitrator.  Prevailing party shall be entitled to recover from the opposing
party all attorneys fees, costs, expenses, and costs of arbitration.  This arbitration provision shall be deemed
to be self-executing, and in the event that either party fails to appear at any
properly noticed arbitration proceeding, an award may be entered against such
party notwithstanding said failure to appear.


 


6.7.          Maximum Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or
other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the
Borrower to the Holder and thus refunded to the Borrower.


 


8

















 


6.8.          Security Interest.  The Holder of this Note has been granted a
security interest in certain assets of the Borrower more fully described in a
Security Agreement dated as of August 14, 2003.


 


6.9.          Construction.  Each party acknowledges that its legal
counsel participated in the preparation of this Note and, therefore, stipulates
that the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Note to favor
any party against the other.


 


6.10         This
Secured Convertible Minimum Borrowing Note and the Secured Revolving Note
issued to the Holder in connection herewith amend, restate and supercede in its
entirety (and are given in substitution for and not in satisfaction of) that
certain $5,000,000 Secured Convertible Note made by the Borrower in favor of
Holder dated August 14, 2003, which Secured Convertible Note shall be deemed
cancelled by substitution upon the execution and delivery of this Secured
Convertible Minimum Borrowing Note and the Secured Revolving Note to Holder.


 


[Balance of page
intentionally left blank; signature page follows.]


 


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IN WITNESS WHEREOF, the Borrower has caused
this Secured Convertible Minimum Borrowing Note to be signed in its name
effective as of August 14, 2003.


 


 


	
   

  	
  ARTEMIS INTERNATIONAL SOLUTIONS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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NOTICE
OF CONVERSION


 


(To be executed by the Holder in order to convert the Note)


 


 


The undersigned hereby elects to convert
$                  
of the principal and
$                  
of the interest due on the Secured Convertible Minimum Borrowing Note issued by
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION on August 14, 2003 into Shares of
Common Stock of ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION (the “Borrower”)
according to the conditions set forth in such Note, as of the date written
below.


 


	
  Date of Conversion:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Conversion Price:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Shares To Be Delivered:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder DWAC instructions

  	
   

  	
   

  



 


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