8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 16, 2010

THWAPR, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-53640	26-1359430
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 12th Avenue, 3rd Floor,

New York, NY 10001

(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code:  +1 (877) 841-5343

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01.Entry into a Material Definitive Agreement.

On July 20, 2010, Thwapr, Inc. (the “Company”), entered into an Exchange Offer Agreement (the “Exchange Agreement”) with various holders of the Company’s Common Stock (the “Stockholders”), whereby the Stockholders agreed to exchange 141,184,908 shares of Common Stock at a ratio of one (1) share of Series A Preferred Stock for three (3) shares of Common Stock, for an aggregate of 47,061,636 shares of Series A Preferred Stock, with such rights and designations of the Series A Preferred Stock evidenced by the Certificate of Designation described below.

Subject to certain exceptions as set forth in the Exchange Agreement, the sale or transfer of the shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock are prohibited until the earlier to occur of (x) July 20, 2012 or (y) the occurrence of a Change in Control, as defined in the Certificate of Designation.

The Company agreed to take all necessary action to amend the Company’s Articles of Incorporation, including obtaining the requisite stockholders’ approval for such amendment, no later than twelve (12) months from the date of the Exchange Agreement, to provide that the Board of Directors may designate the voting power of the Preferred Stock, if any, regardless of the equivalent voting ratio to Common Stock.

The form of the Exchange Agreement is attached to this report as Exhibit 2.1 and the terms and conditions are incorporated herein. The foregoing statements are not intended to be a complete description of all terms and conditions.

Section 5 - Corporate Governance and Management

Item 5.03.Amendments to Articles of Incorporation

As authorized by the Company’s Articles of Incorporation, the Board of Directors of the Company has designated 47,061,636 shares of the 50,000,000 authorized shares of preferred stock, as Series A Preferred Stock, having such powers, designation, preferences, limitations, restrictions and relative rights as set forth in the Certificate of Designation for the Company’s Series A Preferred Stock (the “Certificate of Designation”) filed with the Nevada Secretary of State on July 16, 2010.

The shares of Series A Preferred Stock are convertible into shares of Common Stock at a ratio of three (3) shares of Common Stock for each one (1) share of Series A Preferred Stock (subject to adjustments as set forth in the Certificate of Designation), at the option of the Stockholder or automatically upon a Change of Control as set forth in the Certificate of Designation.  The Series A Preferred Stock rank pari passu with the Common Stock with respect to dividends and rights upon liquidation, dissolution or winding up of the Corporation.  The Series A Preferred Stock will vote together with the Common Stock and not as a separate class.  The Series A Preferred Stock will initially vote only on a share for share basis with the Common Stock on any matter until the Company shall have filed an amendment to its Articles of Incorporation with the Nevada Secretary of State providing that the Board of Directors may designate the voting power of the Preferred Stock, if any, regardless of the equivalent voting ratio to Common Stock. Upon the effective date of the such amendment each share of Series A Preferred Stock will have a number of votes equal to the number of shares of Common Stock then issuable upon conversion of each share of Series A Preferred Stock.

The text of the Certificate of Designation is attached as Exhibit 3.1 hereto.

Section 9 - Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit
No.	Description
2.1	Exchange Offer Agreement dated July 20, 2010, made by and between the Company and certain Stockholders
3.1	Certificate of Designation of Series A Preferred Stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 21, 2010	THWAPR, INC.
	By:	/s/ Barry Hall
		Barry Hall
		Chief Financial Officer

EX-2.1

EXCHANGE OFFER AGREEMENT

This Exchange Offer Agreement, dated as of July 20, 2010 (this “Agreement”), is entered into by and between Thwapr, Inc., a Nevada corporation (the “Company”), and each of the undersigned holders (each a “Stockholder”, collectively, the “Stockholders”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”).

RECITALS

WHEREAS, the Stockholders currently hold shares of the Company’s Common Stock;

WHEREAS, the Company and the Stockholders desire to conduct a share exchange pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), pursuant to which the Stockholders will exchange the number of issued and outstanding shares of Common Stock set forth next to their respective names in Exhibit A for shares of preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”) that will be convertible into shares of Common Stock;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, each Stockholder and the Company agree as follows:

1.          Exchange of Common Stock for Series A Preferred Stock.  The Stockholders hereby agree to exchange the number of shares of Common Stock of the Company set forth next to their respective names in Exhibit A, for shares of Series A Preferred Stock of the Company at a ratio of one (1) share of Series A Preferred Stock for three (3) shares of Common Stock, with such rights and designations of the Series A Preferred Stock evidenced by the Certificate of Designation attached hereto as Exhibit B (the “Certificate of Designation”) in the respective amounts listed on Exhibit A. The Company shall not be required to issue or deliver any fractional shares of Series A Preferred Stock.  Any fractional shares of Series A Preferred Stock resulting from the exchange of the Common Stock shall be rounded upward to the nearest whole number.  Each Stockholder agrees to surrender to the Company such Stockholder’s original stock certificate(s) representing the shares of Common Stock being exchanged for shares of Series A Preferred Stock pursuant to this Agreement within five (5) days of the date of this Agreement.  Upon surrender by each Stockholder of such Stockholder’s original Common Stock certificate(s) for cancellation, the Company shall issue to such Stockholder a new certificate evidencing the number of shares of Series A Preferred Stock next to each such Stockholder’s name in Exhibit A.

2.          Conversion of Series A Preferred Stock.  The shares of Series A Preferred Stock held by each Stockholder are convertible into shares of Common Stock at a ratio of three (3) shares of Common Stock for each one (1) share of Series A Preferred Stock (subject to adjustments as set forth in the Certificate of Designation), at the option of such Stockholder or upon certain events as set forth in the Certificate of Designation.

3.          Representations and Warranties of the Stockholders.  Each Stockholder represents and warrants to the Company as follows:

a. Stockholder is the beneficial and record holder of the number of shares of Common Stock set forth next to such Stockholder’s name on Exhibit A.

b. Stockholder has not transferred, assigned, pledged or hypothecated, in whole or in part, such Stockholder’s shares of Common Stock or granted any interest therein or thereto.

c. Stockholder understands that the Series A Preferred Stock is not presently registered.

d. Stockholder acknowledges that the Series A Preferred Stock must be held indefinitely unless such Series A Preferred Stock is converted into shares of Common Stock pursuant to the terms of the Certificate of Designation and such shares of Common Stock are subsequently registered under the Act or unless an exemption from such registration is available.

e. Stockholder acknowledges that such Stockholder has had the opportunity to ask questions of, and receive answers from the Company or any person acting on Stockholder’s behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Stockholder. In connection therewith, Stockholder acknowledges that Stockholder has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Each Stockholder has received and reviewed this Agreement, and all the information, both written and oral, that such Stockholder desires. Without limiting the generality of the foregoing, Stockholder has been furnished with or has had the opportunity to acquire, and to review, all information, both written and oral, that such Stockholder desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to enter into this Agreement, Stockholder has relied solely on such Stockholder’s own knowledge and understanding of the Company and its business based upon such Stockholder’s own due diligence investigations and the information furnished pursuant to this paragraph. Stockholder understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Stockholder has not relied on any other representations or information.

f. Stockholder has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Stockholder’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Stockholder, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law.

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g. Stockholder has carefully considered and has discussed with Stockholder’s professional legal, tax, accounting and financial advisors, to the extent Stockholder has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Stockholder’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Stockholder. Stockholder relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Stockholder understands that Stockholder (and not the Company) shall be responsible for Stockholder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

h. There are no actions, suits, proceedings or investigations pending against the  Stockholder or Stockholder’s properties before any court or governmental agency (nor, to Stockholder’s knowledge, is there any threat thereof) which would impair in any way Stockholder’s ability to enter into and fully perform Stockholder’s commitments and obligations under this Agreement or the transactions contemplated hereby.

i. The execution, delivery and performance of and compliance with this Agreement, and the issuance of the Series A Preferred Stock will not result in any material violation of, or conflict with, or constitute a material default under, any of Stockholder’s articles of incorporation, bylaws, articles of organization/formation or limited liability company operating agreement, if applicable, or any of Stockholder’s material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of Stockholder’s assets or properties or the Series A Preferred Stock.

j. Stockholder recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Series A Preferred Stock.

k. In addition, the certificates representing the Series A Preferred Stock or Common Stock issuable upon conversion of the Series A Preferred Stock, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Stockholder resides.

1. Stockholder acknowledges that Stockholder has such knowledge and experience in financial and business matters that such Stockholder is capable of evaluating the merits and risks of an investment in the Series A Preferred Stock and the Common Stock issuable upon conversion of the Series A Preferred Stock and of making an informed investment decision.

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4.          Representations and Warranties of the Company.  The Company represents and warrants to Stockholders as follows:

a. The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Nevada.

b. The Company has all requisite corporate power and authority to enter into, deliver and perform this Agreement.

c. All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement by the Company, and the issuance of the Series A Preferred Stock by the Company pursuant to this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with the terms of this Agreement, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, whether considered in a proceeding in equity of law.

5.          Covenants of the Company.  The Company agrees to take all necessary action to amend the Company’s Articles of Incorporation, including obtaining the requisite stockholders’ approval for such amendment, no later than twelve (12) months from the date of this Agreement, to provide that the Board of Directors may designate the voting power of the Preferred Stock, if any, regardless of the equivalent voting ratio to Common Stock.  Upon the effective date of such amendment of the Articles of Incorporation, as provided in the Certificate of Designation, each share of Series A Preferred Stock shall be entitled to vote the equivalent of three (3) shares of Common Stock (as adjusted for any stock splits, reclassification or similar events).

6.          Prohibition of Pledge, Sale or Transfer.

a. The pledge, sale, offer to sell, contract to sell, assignment, pledge, hypothecation, encumbrance or other transfer, direct or indirect, of the shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of such Series A Preferred Stock (collectively, the “Capital Stock”), including (i) the use of the Capital Stock as collateral for any borrowing, or (ii) the granting of purchase options to any other person or entity, shall be prohibited until the earlier to occur of (x) July 20, 2012; or (y) the occurrence of a Change in Control, as defined in the Certificate of Designation; provided, however, that a transfer by a Stockholder, (certified by the Stockholder to the Company that such transfer is for estate planning purposes), to (A) an immediate family member; or (B) a trust, corporation, limited partnership or limited liability company created by a Stockholder and in which the beneficial interest of such trust and/or equity ownership of any such entity is for the principal benefit of the Stockholder and/or the Stockholder’s immediate family, shall be permitted. To the extent of any permitted transfer, such transferred shares of Capital Stock shall be taken by the transferee subject to this Agreement, and shall be subject to the provisions set forth in the Certificate of Designation.

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b. In the event of any stock dividend, stock split, recapitalization, or other change affecting the Company’s outstanding Common Stock effected without receipt of consideration, then any new, substituted, or additional securities distributed to the Stockholder with respect to the Capital Stock shall be immediately subject to the provisions of this Section 6, to the same extent the Capital Stock is at such time covered by such provisions.

c. Any purported transfer of any of the Capital Stock that is not in accordance with this Agreement shall be null and void, and shall not operate to transfer any right, title or interest in such Capital Stock to the purported transferee. The Stockholder agrees that the Company shall not cause or permit the transfer of any Capital Stock to be made on its books unless the transfer is permitted by this Agreement and has been made in accordance with its terms.

7.           Miscellaneous.

a. Stockholder agrees not to transfer or assign this Agreement or any of Stockholder’s interest herein and further agrees that the transfer or assignment of the Series A Preferred Stock acquired pursuant hereto shall be made only in accordance with all applicable laws, including such transfers to the Stockholder’s legal heirs and assigns. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto.

b. Stockholder has read and has accurately completed this entire Agreement including all Exhibits attached hereto.

c. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a written execution by all parties.

d. Stockholder acknowledges that Stockholder has been advised to consult with such Stockholder’s own attorney regarding this Agreement and Stockholder has done so to the extent that Stockholder deems appropriate.

e. This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Nevada, as such laws are applied by the Nevada courts to agreements entered into and to be performed in Nevada by and between residents of Nevada, and shall be binding upon each Stockholder, each Stockholder’s heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.

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f. If any provision of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.

g. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity of the person or persons may require.

h. This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Exchange Offer Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

THWAPR, INC.

a Nevada corporation

By:

Name:

Title:

STOCKHOLDERS:
SNK Trust
By:
	Gaye Knowles, Its Trustee
By:
	Bruce Goldstein
By:
	Barry Hall
M. & A. Vecchione LLC
By:
	Maurizio Vecchione
By:
	David Altshuler

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EXHIBIT A

STOCKHOLDERS

Name	Address	Number of Shares of Common Stock Held Prior to Exchange	Number of Shares of Series A Preferred Stock Held After the Exchange
SNK Trust	2nd Floor, International Bazaar, PO Box N-8198, Bay Street, Nassau	102,613,500	34,204,500
Bruce Goldstein	300 Mercer St., 24N New York, New York 10003	11,571,426	3,857,142
Barry Hall	2775 Carlaris Road San Marino, CA  91108	11,571,426	3,857,142
M. & A. Vecchione LLC	645 Ocampo Drive Pacific Palidades, CA 90272	11,571,417	3,857,139
David Altshuler	15332 Antioch Street, #840 Pacific Palisades, CA  90272	3,857,139	1,285,713

EX-3.1

CERTIFICATE OF DESIGNATION

OF

SERIES A PREFERRED STOCK

OF

THWAPR, INC.

(Pursuant to NRS 78.1955)

(Continued)

The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Thwapr, Inc., a Nevada corporation (the “Corporation”), as authorized on July 14, 2010, by the board of directors of the Corporation (the “Board”), for the purposes of establishing a series of the Corporation’s authorized preferred stock, $.0001 par value per share (“Preferred Stock”), designated as Series A Preferred Stock, and fixing the relative rights and preferences thereof:

1.           Designation and Number.  A series of Preferred Stock, designated as Series A Preferred Stock (“Series A Preferred Stock”), is hereby established.  The number of authorized shares of Series A Preferred Stock shall initially be 47,061,636 shares.

2.           Rank. Series A Preferred Stock will, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank pari passu with (i) the Corporation’s common stock, and (ii) any future equity securities issued by the Corporation, the terms of which do not specifically provide that such equity securities rank senior to Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation.

3.           Dividends.  The holders of the Series A Preferred Stock shall be entitled to receive dividends when, as, and if declared by the Board, in an amount which shall be paid pro rata on the Common Stock and the Series A Preferred Stock, on an equal priority, pari passu basis, according to the number of shares of Common Stock held by the stockholders, where each holder of Series A Preferred Stock is to be treated for this purpose as holding (in lieu of such shares of Series A Preferred Stock) the greatest whole number of shares of Common Stock then issuable upon conversion in full of such shares of Series A Preferred Stock.  The right to dividends on shares of Series A Preferred Stock shall not be cumulative, and no right shall accrue to holders of Series A Preferred Stock by reason of the fact that dividends on said shares are not declared in any period, nor shall any undeclared or unpaid dividend bear or accrue interest.

4.           Liquidation Preference.  In the event of any liquidation or dissolution of the Corporation, subject to the preferred rights of any other senior series of Preferred Stock, if any, the Series A Preferred Stock, on a common stock equivalent basis, shall participate with the Common Stock with respect to any distributions of available funds and assets.

5.           Voting Rights.  The Series A Preferred Stock shall vote together with the Common Stock and not as a separate class.  The Series A Preferred Stock shall initially vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, until the Company shall have filed an amendment to its Articles of Incorporation with the Nevada Secretary of State amending Article 3, subsection (f) of the Articles of Incorporation to provide that the Board may designate the voting power of the Preferred Stock, if any, regardless of the equivalent voting ratio to Common Stock (the “Amendment”). Upon the effective date of the Amendment each share of Series A Preferred Stock shall have a number of votes equal to the number of shares of Common Stock then issuable upon conversion of each share of Series A Preferred Stock.  The holders of Series A Preferred Stock shall have no right to vote as a separate class on any matter submitted to vote by the stockholders of the Corporation, including, without limitation, on any proposed amendment would adversely alter or change any preference or any relative or other right given to the Series A Preferred Stock.  The holder of each share of Series A Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and shall vote with holders of the Common Stock upon the election of directors and upon any other matter submitted to a vote of stockholders.  Fractional votes by the holders of Series A Preferred Stock shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

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6.           Conversion.  

6.1           Optional Conversion.  The holders of Series A Preferred Stock shall have the right to convert their shares of Series A Preferred Stock, at any time, into shares of Common Stock at the rate of three (3) shares of Common Stock for one (1) share of Series A Preferred Stock (the “Conversion Ratio”).

6.2.           Automatic Conversion.  The shares of Series A Preferred Stock shall be automatically converted into Common Stock, at the Conversion Ratio, upon the occurrence of a Change of Control.  As used herein, “Change of Control” shall mean (i) any acquisition of the Corporation by means of merger or other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a merger effected primarily for the purpose of changing the domicile of the Corporation) that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Corporation; (ii) a sale, lease, or other disposition of all or substantially all of the assets of the Corporation, or (iii) the sale (whether through one sale or multiple sales during any period of time after the date of this Certificate of Designation) by holders of the Corporation’s capital stock of an aggregate of more than fifty percent (50%) of the outstanding voting power of the Corporation.

6.3.           Mechanics of Conversion.  Before any holder of Series A Preferred Stock may elect to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the offices of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that the holder elects to convert the same and shall state therein the number of shares to be converted and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

6.4.           Adjustment for Reclassification, Exchange, and Substitution.  If at any time or from time to time after the date upon which the first share of Series A Preferred Stock was issued by the Corporation (the “Original Issue Date”), the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or otherwise (other than by a Change of Control, Common Stock Event (as defined below) or a stock dividend or distribution provided for elsewhere in this Section 6), then, in any such event, each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

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6.5.           Adjustment Upon Common Stock Event.   In the event that a Common Stock Event occurs at any time or from time to time after the Original Issue Date, the Conversion Ratio in effect immediately prior to such event shall, simultaneously with the occurrence of such Common Stock Event, be proportionately decreased or increased, as appropriate.  The Conversion Ratio shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event.

6.6.           Common Stock Event.  As used herein, the term “Common Stock Event” shall mean:  (1) the declaration or payment of any dividend or other distribution on the Common Stock, without consideration, payable to one or more stockholders in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock; (2) a subdivision (by stock split, reclassification or otherwise) of the outstanding shares of Common Stock into a greater number of shares of Common Stock; or (3) a combination or consolidation (by reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.  

6.7           Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.

6.8           Fractional Shares.  No fractional share shall be issued upon the conversion of any share or shares of Series A Preferred Stock.  All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.

7.           No Reissuance of Series A Preferred Stock.  No share or shares of Series A Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

9.           Redemption.  The Series A Preferred Stock is not redeemable.

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10.           Notice.  Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of Series A Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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