Financial Conversion Agreement

FINANCIAL CONVERSION AGREEMENT

Parties and Effective Date

This Financial Conversion Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, on or about the Holder made or acquired a financial obligation evidenced by a promissory note, loan agreement or other instrument (the Instrument) pursuant to which the Holder is owed a principal sum of $ and accrued but unpaid interest of $;

WHEREAS, the Issuer and the Holder desire to provide for conversion of all or a portion of the outstanding unpaid principal and accrued interest of the Instrument into equity or other securities of the Issuer on the terms and conditions set forth in this Agreement.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Conversion Amount" means the sum of unpaid principal and accrued and unpaid interest intended to be converted, as specified in a Conversion Notice under Section 2.1.

"Conversion Price" means $ per share (or other unit) subject to adjustment as provided in Section 4.

"Conversion Shares" means the number of shares or other equity units issued upon conversion, calculated as described in Section 3.

Conversion Right and Procedure

1. Conversion Right. Subject to the terms and conditions of this Agreement, the Holder shall have the right, at any time on or after and prior to , to convert all or a portion of the Conversion Amount into Conversion Shares by delivering to the Issuer a written Conversion Notice in the form set forth in Exhibit A (a Conversion Notice).

2. Conversion Notice Content. Each Conversion Notice shall specify (a) the Conversion Amount to be converted, (b) the date of conversion (the Conversion Date), and (c) the name and address to which certificates or book‑entry confirmation for Conversion Shares shall be delivered.

Calculation of Conversion Shares

1. Basic Calculation. The Conversion Shares to be issued shall be equal to the Conversion Amount divided by the Conversion Price, rounded down to the nearest whole share (or other unit as applicable).

2. Example Calculation (for reference): If the Conversion Amount is $ and the Conversion Price is $ , the Conversion Shares would be shares.

Adjustments; Anti-Dilution

The Conversion Price and the number of Conversion Shares shall be subject to equitable adjustment upon stock splits, reverse splits, reclassifications, combinations, recapitalizations, subdivisions, dividends of securities or other events affecting the outstanding securities of the Issuer; provided, however, that no adjustment shall result in the issuance of fractional securities. Detailed adjustment formulas may be set forth in a schedule attached hereto.

Representations and Warranties

Issuer represents and warrants to the Holder that as of the Effective Date: (a) the Issuer is duly organized and validly existing under the laws of the jurisdiction where it is formed; (b) this Agreement constitutes a valid and binding obligation of the Issuer enforceable against it in accordance with its terms; and (c) the Conversion Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

Holder represents and warrants to the Issuer that as of the Effective Date: (a) Holder has full power and authority to enter into this Agreement and to perform its obligations; and (b) the Instrument is valid and outstanding in the principal amount set forth in this Agreement to the best of Holder's knowledge.

Covenants

Issuer covenants that, until the earlier of conversion in full or repayment in full of the Instrument, it will not, without the consent of the Holder, (a) issue securities senior to the Conversion Shares in respect of voting or economic rights, or (b) take any corporate action that would impair the Holder's rights under this Agreement.

Events of Default and Remedies

Each of the following shall constitute an Event of Default: (a) failure by Issuer to deliver Conversion Shares within the time required after valid conversion; (b) material breach of any representation, warranty or covenant of Issuer not cured within thirty (30) days after notice; (c) insolvency, assignment for the benefit of creditors, or commencement of a bankruptcy proceeding by or against the Issuer. Upon an Event of Default, the Holder shall be entitled to exercise any rights provided by law and this Agreement, including specific performance and damages.

Tax Treatment

Each party acknowledges and agrees that it is responsible for its own tax reporting and obligations resulting from any conversion transaction. Issuer will, however, provide reasonable cooperation to facilitate the Holder's compliance with tax reporting obligations.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party designates by notice):

Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Amendment; Waiver. This Agreement may be amended or waived only by a written instrument signed by the Issuer and the Holder.

The Issuer shall pay all transfer taxes, if any, and shall reimburse reasonable legal and administrative costs incurred by the Holder in connection with the issuance of Conversion Shares up to $ unless otherwise agreed in writing.

Execution

IN WITNESS WHEREOF, the parties have executed this Financial Conversion Agreement as of the Effective Date first written above.

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