Solaris Power Cells Inc (fka SPCL)

[DCorleone]

Question was as a lender with these "GREAT" numbers, why would they negotiate such a poor deal. 70% convertible. Why the need also.

Section 3.1 Conversion.

(a) Manner of Conversion. At any time after the 90th day following the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the “Conversion Option”), into fully paid and non-assessable shares of the Company’s Common Stock on the date on which the Holder faxes a notice of conversion (the “Conversion Notice”), duly executed, to the Company (the “Conversion Date”), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.5 below. The Holder shall deliver this Note to the Company at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written records of the amount of this Note converted as of each Conversion Date.