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EXHIBIT
4.4
THE SHARES
REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE
NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE
APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
CONVERTIBLE NOTE
$____________
___________
FOR VALUE RECEIVED, Ecosphere Technologies, Inc.
(the “Company”), a Delaware corporation,
hereby promises to pay to the order of ________, or his assigns
(the “Holder”), at __________, or at such other
office as Holder designates in writing to the Company, the
principal sum of ___________ Dollars ($_________) together with
interest thereon computed at the annual rate of ___ percent (__%)
Interest shall be payable in arrears. Principal and interest shall
be due and payable one year from the date of this Note unless this
Note has been converted as provided below. While in default, this
Note shall bear interest at the rate of ___ per annum or such
maximum rate of interest allowable under the laws of the State of
Florida. Payments shall be made in lawful money of the United
States.
1.
Conversion to Common Stock . The Holder
shall have the right to convert the principal and accrued interest
of this Note in whole and not in part into (i) shares of common
stock of the Company at the rate of $0.15 per share as adjusted
(the “Conversion Price”) at any time.
2.
Anti-Dilution Protection .
(a)
In the event, prior to the payment of this Note, the
Company shall issue any of its shares of common stock as a stock
dividend or shall subdivide the number of outstanding shares of
common stock into a greater number of shares, then, in either of
such events, the shares obtainable pursuant to conversion of this
Note shall be increased proportionately; and, conversely, in the
event that the Company shall reduce the number of outstanding
shares of common stock by combining such shares into a smaller
number of shares, then, in such event, the number of shares of
common stock obtainable pursuant to the conversion of this Note
shall be decreased proportionately. Any dividend paid or
distributed upon the common stock in shares of any other class of
capital stock of the Company or securities convertible into shares
of common stock shall be treated as a dividend paid in common stock
to the extent that the shares of common stock are issuable upon the
conversion of the Note. In the event that the Company shall
pay a dividend consisting of the securities of any other entity or
in cash or other property, upon conversion of this Note, the Holder
shall receive the securities, cash, or property which the Holder
would have been entitled to if the Holder had converted this Note
immediately prior to the record date of such dividend.
(b)
In the event, prior to the payment of this Note, the
Company shall be recapitalized by reclassifying its outstanding
common stock (other than into shares of common stock with a
different par value, or by changing its outstanding shares of
common stock to shares without par value), or in the event the
Company or a successor corporation, partnership, limited liability
company or other entity (any of which is defined as a
“Corporation”) shall consolidate or merge with or
convey all or substantially all of its, or of any successor
Corporation’s property and assets to any other Corporation or
Corporations (any such other Corporation being included within the
meaning of the term “successor Corporation” used in the
context of any consolidation or merger of any other Corporation
with, or the sale of all or substantially all of the property of
any such other Corporation to, another Corporation or
Corporations), or in the event of any other material change in the
capital structure of the Company or of any
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