Exhibit
10.91


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “LAWS”).
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE
REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE LAWS.


 




	
  DATE:   December 28,
  2009

  	
   

  	
  U.S. $64,878.00

  






 


BIO-KEY INTERNATIONAL, INC.


 


SEVEN
PERCENT (7%) CONVERTIBLE NOTE


 


FOR VALUE RECEIVED, BIO-KEY INTERNATIONAL, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware, U.S.A. (the “Company”),
promises to pay to the order of THOMAS J. COLATOSTI, the registered holder hereof
and its successors and assigns (the “Holder”), Sixty-Four Thousand Eight
Hundred and Seventy-Eight Dollars ($64,878.00), and to pay interest on the
principal sum outstanding, at the rate of seven percent (7%) per annum,
compounded annually.  Except as provided
in Section 5 below, principal and interest outstanding on this Note from
time to time shall not be payable in cash but shall be payable in shares of the
Company’s common stock, par value $.0001 per share (the “Common Stock”),
as set forth herein at the Holder’s option. 
The interest so payable will be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered on the records of the
Company regarding registration of the Note (the “Note Register”).


 


This Note is subject to the following additional
provisions:


 


1.             Note
Exchangeable.  The Note is
exchangeable at any time for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the
same without the Company’s written consent. No service charge will be made for
such registration or transfer or exchange.


 


2.             Withholding.  The Company shall be entitled to withhold
from all payments of principal or interest pursuant to this Note any amounts
required to be withheld under the applicable provisions of the United States
income tax or other applicable laws at the time of such payments.


 


3.             Transfer/Exchange
of Note; Legend.


 


(a)           This
Note has been issued subject to investment representations of the original
purchaser hereof and may be transferred or exchanged only in compliance with
the Securities Act of 


 


1

















 


1933, as amended (the “1933 Act”) and applicable state
securities laws. Prior to due presentment for transfer of this Note, the
Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company’s Note Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not his Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary.  If presentment for transfer is made, the
parties agree hereunder to execute any and all documents necessary to
effectuate said transfer within thirty (30) days of presentment.


 


(b)           The
Holder understands and acknowledges by its acceptance hereof that (i) except
as provided herein, this Note and the shares of Common Stock issuable upon
conversion thereof as herein provided (“Conversion Shares”) have not
been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently
registered thereunder, or (b) pursuant to an exemption from such
registration; (ii) any sale of such securities made in reliance on Rule 144
promulgated under the 1933 Act may be made only in accordance with the terms of
said Rule and further, if said Rule is not applicable, any resale of
such securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other regulation
and/or exemption under the 1933 Act or the rules and regulations of the
United States Securities and Exchange Commission (the “SEC”) thereunder;
and (iii) neither the Company nor any other person is under any
obligation, other than as provided herein to register such securities under the
1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder.


 


(c)           Any
Conversion Shares issued upon conversion of this Note shall, if and only to the
extent required by law, bear legends in similar form to the legends set forth
on the first page of this Note.


 


4.             Conversion
of Note into Common Stock; No Prepayment.


 


(a)           The
Holder of this Note is entitled, at its option at any time or from time to time
to convert all or a portion of the original principal face amount of this Note,
and all or a portion of the interest accrued hereon, into shares of Common
Stock, at the Conversion Price.  The
Conversion Price shall be equal to the lower of (i) the average closing
price of the Company’s Common Stock as quoted by Bloomberg for the ten (10) trading
days prior to the date that the notice of conversion is transmitted to the
Company, and (ii) $0.30 (subject to adjustment as provided in Section 8(b) below).  Each conversion shall be achieved by
submitting to the Company a notice of conversion, in the form attached hereto
as Exhibit A (the “Notice of Conversion”) executed by the
Holder of this Note evidencing such Holder’s intention to convert this Note or
the specified portion.  If such notice of
conversion is submitted via facsimile to the Company, the Holder need not send
an original notice to the Company.  The
Company and the Holder shall each keep records with respect to the portion of
this Note then being converted and all portions previously converted; upon
receipt by the Holder of the requisite Conversion Shares, the outstanding
principal amount of the Note or the accrued interest hereon, or both, shall be
reduced by the amount specified in the Notice of Conversion resulting in such
Conversion Shares. If no amount shall be specified, the applicable reduction
shall be applied first to the accrued interest and then to the outstanding
principal amount.  The Company may from
time to time, but is not required to, instruct the Holder and the Holder 


 


2

















 


shall surrender this Note along with the notice of conversion for the
purposes of making a notation thereon as to the amount of principal or
interest, or both, being converted, or of canceling this Note and issuing a new
Note in the same form with the principal amount of such Note reduced by the
amount converted. Such new or notated Note shall be delivered to the Holder
within three (3) business days after such Holder’s surrender to the
Company. No fractional shares or scrip representing fractions of shares will be
issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. The date on which a notice of conversion is given (the “Conversion
Date”) shall be deemed to be the date on which notice of conversion is
submitted via facsimile to the Company, or if the notice of conversion is not
submitted by facsimile to the Company, the date the notice of conversion is
otherwise delivered to the Company.


 


In all cases, the Company shall deliver the Conversion
Shares to the Holder within five (5) business days after the Conversion
Date with respect to such Conversion Shares being delivered, and at the address
specified in the Notice of Conversion.


 


Notwithstanding anything
herein to the contrary, the Holder shall not have the right, and the Company
shall not have the obligation, to convert all or any portion of the Note if and
to the extent that the issuance to the Holder of shares of Common Stock upon
such conversion would result in the Holder being deemed the “beneficial owner”
of more than 4.9% of the then outstanding shares of Common Stock within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated hereunder.  If any court of competent jurisdiction shall
determine that the foregoing limitation is ineffective to prevent the Holder
from being deemed the beneficial owner of more than 4.9% of the then
outstanding shares of Common Stock, then the Company shall redeem so much of
such Holder’s Note as necessary to cause such Holder to be deemed the
beneficial owner of not more than 4.9% of the then outstanding shares of Common
Stock.  Such redemption shall be for cash
at a redemption price equal to the sum of (i) 100% of the principal value
of the Note and (ii) any accrued and unpaid interest to the date of such
redemption.


 


(b)          The Company shall not have the right
to prepay all or any portion of this Note.


 


5.             Default.  If one or more of the following described “Events
of Default” shall occur:


 


(a)           The
Company shall fail to perform or observe, in any material respect, any
covenant, term, provision, condition, agreement or obligation of the Company
under this Note and such failure shall continue uncured for a period of seven (7) days
after written notice from the Holder of such failure; or


 


(b)           The
Company shall either:  (i) become
insolvent; (ii) admit in writing its inability to pay its debts generally
or as they become due; (iii) make an assignment for the benefit of
creditors or commence proceedings for its dissolution; or (iv) apply for,
or consent to the appointment of, a trustee, liquidator, or receiver for its or
for a substantial part of its property or business; or


 


(c)           A
Change of Control shall occur; or


 


3

















 


(d)           A
trustee, liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without the Company’s consent and
such appointment is not discharged within sixty (60) days after such
appointment; or


 


(e)           Any
governmental agency or any court of competent jurisdiction at the instance of
any governmental agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or


 


(f)            After
the date of this Note, any money judgment, writ or note of attachment, or
similar process in excess of One Hundred Thousand Dollars ($100,000.00) in the
aggregate shall be entered or filed against the Company or any of its properties
or assets and shall remain unpaid, unvacated, unbonded or unstayed for a period
of fifteen (15) days or in any event later than five (5) days prior to the
date of any proposed sale thereunder; or


 


(g)           The Company shall default in the
payment of any other outstanding indebtedness incurred or guaranteed by the
Company beyond any period of notice and opportunity to cure, or the payment of
such indebtedness shall be accelerated by the holder thereof; or


 


(h)           Bankruptcy,
reorganization, insolvency or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the Company,
shall not be dismissed within sixty days after such institution or the Company
shall by any action or answer approve of, consent to, or acquiesce in any such
proceedings or admit the material allegations of, or default in answering a
petition filed in, any such proceeding;


 


then, or at any time
thereafter, and in any and every such case, unless such Event of Default shall
have been waived in writing by the Holder (which waiver in one instance shall
not be deemed to be a waiver in another instance or for any other prior or
subsequent Event of Default) at the option of the Holder and in the Holder’s
sole discretion, the Holder may immediately declare this Note due and payable,
whereupon all principal and interest hereunder shall be immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Company, anything herein or other
instrument contained to the contrary notwithstanding, payable in cash or Common
Stock of the Company at the Conversion Price as set forth herein at the Holder’s
option, and the Holder may immediately, and upon the expiration of any period
of grace, enforce any and all of the Holder’s rights and remedies provided
herein or any other rights or remedies afforded by law or equity.  In addition, if this Note is not paid when
due, the Company shall pay interest on overdue principal and (to the fullest
extent permitted by law) on overdue interest at the rate of twelve (12%)
percent per annum, payable in cash or Common Stock of the Company at the
Conversion Price as set forth herein at the Holder’s option.


 


As used herein, “Change of Control” means (i) any
merger, consolidation, share exchange, business combination, issuance of
securities, acquisition of securities, tender offer, exchange offer or other
similar transaction (A) in which the Company is a constituent corporation,
(B) in which a person, firm or other entity (“Person”)  or “group” (as defined in the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder) of
Persons directly or indirectly 


 


4

















 


acquires beneficial or record ownership of securities
representing more than 50% of the outstanding voting securities of the Company,
or (C) in which the Company issues securities representing more than 50%
of the outstanding securities of any class of voting securities of the Company
or (ii) any sale, lease, exchange, transfer, license, acquisition or
disposition of any assets that constitute more than 50% of the assets of the
Company on a consolidated basis.


 


6.             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 Company to the Holder and thus refunded to the Company.


 


7.             Obligations
of the Company herein are Unconditional. 
No provision of this Note shall alter or impair the obligation of the
Company, which obligation is absolute and unconditional, to repay the principal
amount of this Note at the time, place, rate, and in the coin, currency or
Common Stock, hereinabove stated. This Note and all other Notes now or
hereafter issued in replacement of this Note on the same or similar terms are
direct obligations of the Company. This Note ranks at least equally with all
other Notes now or hereafter issued under the terms set forth herein. The
Conversion Price and number of shares of Common Stock issuable upon conversion
shall be subject to adjustment from time to time as provided in Section 8(b) below.


 


8.             Merger;
Consolidation; Stock Splits.


 


(a)           In
the event the Company, at any time while all or any portion of this Note is
outstanding, shall be consolidated with or merged into any other corporation or
corporations or shall sell or lease all or substantially all of its property
and business as an entirety, then lawful provisions shall be made as part of
the terms of such consolidation, merger, sale or lease so that the holder of
this Note may thereafter receive in lieu of such Common Stock otherwise
issuable to such holder upon conversion of this Note, but at the conversion rate
which would otherwise be in effect at the time of conversion, as hereinbefore
provided, the same kind and amount of securities or assets as may be issuable,
distributable or payable upon such consolidation, merger, sale or lease with
respect to Common Stock of the Company.


 


(b)           In
the event, at any time while all or any portion of this Note is outstanding,
the outstanding shares of Common Stock shall be subdivided, consolidated or
combined, by stock split, stock dividend, combination or like event, into a greater
or lesser number of shares of Common Stock, the fixed portion of the Conversion
Price specified in Section 4(a)(ii) above in effect immediately prior
to such subdivision, combination, consolidation or stock dividend shall,
concurrently with the effectiveness of such subdivision, combination,
consolidation or stock dividend, be proportionately adjusted.


 


9.             Note
Holder Not Deemed a Stockholder.  No
Holder, as such, of this Note shall be entitled (prior to conversion of this
Note into Common Stock, and only then to the extent of such conversion) to vote
or receive dividends or be deemed the holder of shares of the Company for any
purpose, nor shall anything contained in this Note be construed to confer upon
the Holder hereof, as 


 


5

















 


such, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Note of the Conversion Shares which he or she is then entitled to receive
upon the due conversion of all or a portion of this Note. Notwithstanding the
foregoing, the Company will provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.


 


10.           Restrictive
Covenant.   Until the principal
amount of this Note and all accrued and unpaid interest is paid in full or
converted into Common Stock as provided herein, the Company shall not issue any
loan or debt secured by any of the assets of the Company.


 


11.           No
Limitation on Corporate Action.  No
provisions of this Note and no right or option granted or conferred hereunder
shall in any way limit, affect or abridge the exercise by the Company of any of
its corporate rights or powers to recapitalize, amend its Certificate of
Incorporation, reorganize, consolidate or merge with or into another
corporation, or to transfer all or any part of its property or assets, or the
exercise of any other of its corporate rights and powers.


 


12.           Representations
of Holder.  Upon conversion of all or
a portion of this Note, the Holder shall confirm in writing, in a form
reasonably satisfactory to the Company, that the Conversion Shares so purchased
are being acquired solely for the Holder’s own account and not as a nominee for
any other party, and that such Holder is an Accredited Investor (as defined in Rule 501(a) of
Regulation D promulgated under the 1933 Act). The Company acknowledges that
Holder’s duly executed certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately preceding sentence. If
such Holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such Holder’s conversion of all or a
portion of the Note that the Company receive such other representations as the
Company considers reasonably necessary to assure the Company that the issuance
of its securities upon conversion of the Note shall not violate any United
States or state securities laws.


 


13.           Waiver
of Demand, Presentment, Etc.  The
Company hereby expressly waives demand and presentment for payment, notice of
nonpayment, protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, bringing of suit and diligence in taking
any action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereunder,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder.


 


14.           Failure
or Delay Not Waiver.  No failure or
delay on the part of the Holder 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

















 


15.           Attorney’s
Fees.  The Company agrees to pay all
costs and expenses, including without limitation reasonable attorney’s fees,
which may be incurred by the Holder in collecting any amount due under this
Note or in enforcing any of Holder’s conversion rights as described herein.


 


16.           Access
to Books and Records.  The Holder
will have the right to inspect and audit the Company’s original books, records,
and documents at any time and from time to time, during normal business hours,
upon reasonable notice to the Company.


 


17.           Enforceability.  In case any provision of this Note is held by
a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible, and the
validity and enforceability of the remaining provisions of this Note will not
in any way be affected or impaired thereby.


 


18.           Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the state of New York without giving effect to
applicable principles of conflict of law. Each of the parties submits
to the exclusive jurisdiction of the state and federal courts of New York
County, New York in connection with any dispute arising under this Note and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. To the extent determined by such court, the
Company shall reimburse the Holder for any reasonable legal fees and
disbursements incurred by the Holder in enforcement of or protection of any of
its rights under this Note.


 


19.           Assignment.  This Note shall not be assigned by the
Company without the prior written consent of the Holder.  This Note shall bind the Company and its
successors and permitted assigns and shall inure to the benefit of the Holder
and its successors and assigns.


 


20.           Amendment Provision. Neither
this Note nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the Company and the Holder.


 


21.           Entire Agreement.  This Note and constitutes the full and entire
understanding between the Company and the Holder with respect to the subject
matter hereof and thereof.


 


22.           Notices.  All notices and other communications given or
made pursuant to this Note shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: 
(a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile during normal business hours of
the recipient, and if not sent during normal business hours, then on the
recipient’s next business day, (c) five (5) days after having been
sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next business day
delivery, with written verification of receipt. 
All communications shall be sent to the respective parties at the
following addresses or to such other e-mail address, facsimile number or
address as subsequently modified by written notice given in accordance with
this Section 23:


 


7

















 


	
  If
  to the Borrower, to:

  	
   

  	
  BIO-key
  International, Inc.

  3349 Highway 138

  Building D, Suite B

  Wall, NJ 07719

  Attn: Chief Executive Officer

  Facsimile: (508) 460 4098

  
	
   

  	
   

  	
   

  
	
  with
  a copy (which shall not constitute notice) to:

  	
   

  	
  Choate,
  Hall & Stewart LLP

  Two International Place

  Boston, MA 02110

  Attention: Charles J. Johnson, Esq.

  Facsimile: (617) 248-4000

  
	
   

  	
   

  	
   

  
	
  If
  to the Holder, to:

  	
   

  	
  The
  Shaar Fund Ltd.

  c/o SS&C Fund Services N.V.

  Pareraweg 45

  Curacao, Netherlands Antilles

  Facsimile: (599-9) 434-3560

  
	
   

  	
   

  	
   

  
	
  with
  a copy (which shall not constitute notice) to:

  	
   

  	
  Meltzer,
  Lippe, Goldstein & Breitstone, LLP

  190 Willis Avenue

  Mineola, NY 11501

  Attention: Ira R. Halperin, Esq.

  Facsimile: (516) 747-0653

  



 


23.           Waiver
of Jury Trial.   THE COMPANY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OFACTION (A) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND THE BORROWER HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS WAIVER
OF THE RIGHT TO TRIAL BY JURY.


 


8

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by an officer thereunto duly authorized, all as
of the date first hereinabove written.


 


 


	
   

  	
  BIO-KEY INTERNATIONAL,
  INC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Commonwealth of
  Massachusetts

  	
  )

  	
   

  	
   

  
	
  ) ss:

  	
   

  	
   

  	
   

  
	
  County of
                                         )

  	
   

  	
   

  	
   

  



 


On the         
day of           , 20    
before me, the undersigned, personally appeared                             ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  



 


9

















 


EXHIBIT
A


 


FORM OF NOTICE OF CONVERSION


 


                  ,
20        


 


BIO-key International, Inc.


3349 Highway 138


Building D, Suite B


Wall, NJ  07719


Attn:  Chief Executive Officer


 


The
undersigned, holder of BIO-key International, Inc.’s (the “Company”)
Seven Percent (7%) Convertible Note (the “Note”), hereby exercises its
option to convert $                      
of the principal amount of the Note and [all] [$                ]
of the accrued interest on this Note into shares of the Company’s common stock,
$.0001 par value per share (the “Common Stock”), in accordance with the
terms of the Note.  All capitalized terms
used and not defined herein have the respective meanings assigned to them in
the Note.


 


The
undersigned hereby instructs the Company to convert the portion of the Note
specified above into                 
shares of Common Stock at the Conversion Price in accordance with the
provisions of Section 4 of the Note. The undersigned directs that (i) the
Common Stock issuable and certificates therefor deliverable upon conversion,
and (ii) if so delivered by the Holder, the Note, recertificated in the
principal amount, if any, not being surrendered for conversion hereby be issued
in the name of and delivered to the undersigned unless a different name has
been indicated below.


 


By
delivering this conversion notice, the undersigned represents and warrants to
the Company that the
shares of Common Stock so purchased are being acquired solely for the Holder’s
own account and not as a nominee for any other party, and that such Holder is
an Accredited Investor (as defined in Rule 501(a) of Regulation D
promulgated under the 1933 Act).


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  



 


10