DEBENTURE AGREEMENT
WITH
CONVERSION PRIVILEGES
DUE : _________, 20__
CORAL SPRINGS, FL 33071
Date ________, 20___
After date and for value received, Clean Coal Technologies, Inc. ("CCTI") promises to pay
to the order of ______________ whose address is __________________, ________________
the sum of $__________________ pursuant to the terms hereinafter set forth:
1.
SECURITIES PURCHASED. The Holder hereof has purchased as an investment
a $__________________________ convertible debenture. The debenture may be converted
to shares of the common stock of CCTI as further described in the Debenture Agreement.
2.
PUBLIC COMPANY. Holder understands that CCTI is presently a publicly
traded Pink Sheet company.
3.
SENIOR DEBT.
The debenture shall have a preference in liquidation to all
obligations except bank debt or secured leases. Upon a liquidation, dissolution, bankruptcy
or reorganization, or similar transaction by the company, the holders of the "senior debt"
would be paid in full before payment would be made on the debentures.
4.
SECURITY. The convertible debenture is not secured by any assets of CCTI.
5.
CONVERSION. The convertible debenture holder may convert the debenture
into Common Stock of the corporation by exercising his right to conversion after Twelve
(12) months from the date of this debenture or extend the debenture for another 6 months
at holders option The effective issue date of the stock will be the date of this debenture.
Should the Holder elect to exercise his right to conversion, the Corporation shall pay any
accrued interest on said debenture and issue it’s Common Stock at a price of ____(___)
percent of ask price at the date of conversion in the amount of shares necessary to satisfy
the debenture.
When the debenture expires the debenture Holder may elect to take cash only, cash and
stock, or all stock. The debenture Holder will advise the Corporation ten (10) days prior,
to the due date of the debenture as to the payment method desired.
6.
INTEREST. This debenture shall be subject to an annual interest rate of ___%
per annum payable at the due date of the debenture. CCTI will not be obligated to make
interest only payments. The Debenture is due in full including all principal and accrued
interest on or before _____________. Any payments of principal and interest not paid
when due shall bear interest at a default rate of ___% per annum until paid.
7.
CONVERSION RIGHTS.
In addition to the Conversion Rights discussed in
paragraph 4 above, the holder shall have the following rights:
a)
Should the Holder elect to exercise his right to conversion, the corporation
shall pay in cash upon delivery of the Stock Certificate any accrued interest on said
debenture less any value of a dividend which has been declared but not paid on the date of
the election to convert.
b)
Should CCTI at any time during the conversion period have a capital
reorganization, merger, consolidation, stock swap or sell substantially all of its assets to any
person or corporation, then as part of such merger, consolidation or sale, provision shall be
made for the Conversion Rights to be adjusted in such a manner as to provide for the
protection of said rights so as to permit the conversion in as nearly equivalent a manner as
set forth herein as is possible. CCTI shall reserve for issuance upon conversion sufficient,
equivalent recapitalized equity to meet its obligations hereunder during the entire
conversion period.
c)
Upon presentation to CCTI at the notice address of (1) a letter requesting
conversion, (2) the Conversion Form, which is Exhibit "A" attached hereto and which
provides for the cancellation of the Debenture upon issuance of the Common Stock, and (3)
the original Debenture Agreement all duly executed; CCTI shall within 5 business days
issue a certificate for the appropriate number of shares and send said certificate to the
holder postage prepaid, registered mail, return receipt or any other manner agreed to by
the holder and CCTI.
d)
All shares of Common Stock or other securities delivered upon the exercise
of the rights of conversion shall be validly issued, fully paid and non-assessable.
e)
Irrespective of the date of issuance and delivery of a certificate or
certificates for any shares of Common Stock issuable upon the exercise of conversion
rights, each person (including a corporation) in whose name any such certificate or
certificates is to be issued will for all purposes be deemed to have become the holder of
record of the Common Stock, the securities, and/or property represented thereby on the
date on which a duly executed notice of exercise of conversion rights and the canceled
underlying Debenture is delivered to the Company.
f)
The Holder is not, by virtue of ownership of the convertible debenture,
entitled to any rights whatsoever of a stockholder of the Company.
8.
RESTRICTED SECURITIES / RESTRICTION ON ASSIGNMENTS. The
undersigned Holder acknowledges that he understands that the securities represented by
this Convertible Debenture have not been registered pursuant to the Securities Act of 1933
or pursuant to the laws of the State of Florida or any other state and that the company is
relying on exemptions from registration of these securities. Each Debenture, and common
share which may be issued as a result of the conversion of the debenture shall be imprinted
with a restrictive legend as follows:
"This Debenture (Common Stock) and the rights hereunder have not been
registered or qualified under federal or state securities laws. This Debenture
(Common Stock) may not be assigned unless so registered or qualified or unless an
exemption exists, the availability of which is to be established by issuer©s counsel at
the holder©s expense; provided, however, if the proposed assignment is made to a
person or entity outside of the United States or Canada, and not for the benefit of
or to any U.S. or Canadian person, the establishment by issuer©s counsel of the
availability of an exemption from registration shall not be necessary for the holder
to make such assignment in the absence of a change of Law or Regulation which
would then require proof of exemption or registration of such transaction. The
assignee under any such assignment shall be likewise subject to the terms of this
restriction upon any proposed assignment or transfer".
This undersigned Holder hereof further acknowledges that he is purchasing this debenture
as an investment and not with an intent to resell.
9.
NOTICES. All notices and communications to any party to this debenture shall be
in writing and sent to Clean Coal Technologies, Inc., Attn: ____________, Presidenet &
CEO, at 12518 W. Atlantic Blvd., Coral Springs, FL 33071, and to the Holder at the
address set forth below the Holder©s signature or at such other place as may be designated
in writing by either party hereto. All notices to overseas addresses shall be by telex or
FedEx overnight with confirmation of receipt required.
10.
GENERAL.
a)
This debenture is being delivered and is intended to be performed in the
State of Florida and shall be construed and enforced in accordance with and governed by
the laws of Nevada. All of the terms of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of the parties
hereto whether so expressed or not, and in particular shall inure to the benefit of and be
enforceable by any holder or holders at the time of the debentures. This Agreement
embodies the entire convertible debenture agreement and understanding between the
undersigned Holder and the company and supersedes all prior agreements and
understandings relating to the subject matter hereof.
b)
CCTI may not consolidate or merge, or transfer or lease all or substantially
all of its assets to another corporation unless the other entity assumes in writing all of the
obligations of the Company under the debentures, and that in the case of a transfer or lease
of assets, although the successor assumes the obligations in writing, the Company shall not
be released from its obligations to pay principal or interest on the debentures.
c)
Should the holder lose the Debenture or should it be stolen or destroyed, the
Company will issue a replacement upon receipt of such assurances as may be reasonably
requested by the Company.
d)
Interest is payable on the Debenture from the date of acceptance by CCTI
which date shall not exceed 2 business days from receipt of the Subscription Agreement
with funds.
If you agree to the foregoing terms of the Convertible Debenture, please sign the
form in the place provided for the "Holder" and print or type your full name, address,
telephone number and social security number and execute the attached subscription
agreement. No debenture will be accepted without an executed subscription agreement and
payment in full which shall not be refundable.
DATED this ___ day of _____________, 20___.
ATTEST:
_________________________________
President & CEO
CCTI Debenture Agreement ( 9 )
The foregoing debenture with attached warrant is hereby agreed to as of the date
hereof.
HOLDER:
____________________________
____________________________
____________________________
SS Number: ________________
CCTI Debenture Agreement ( 7c)
EXHIBIT "A"
(Attached to the Convertible Debenture
dated ___________________
EXERCISE AGREEMENT
To:
Dated: June 30, 2010
The undersigned, pursuant to the Conversion Rights set forth in the attached
Debenture hereby agrees to subscribe for and purchase ____________________ shares of
the Common Stock covered by such Debenture and makes payment herewith in full
therefor by assigning the attached Debenture to Clean Coal Technologies, Inc., thereby
canceling said debt.
Signature: ___________________________________
___________________________________
Address: ___________________________________
___________________________________
