Empire Post Media, Inc. (fka EMPM)

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(i) Forced Conversion – Registration Rights



If the Common Stock to the Company closes at a market price of $0.50 per share or greater (e.g. even if the market price is increased due to a reverse split or forward split of the issued and outstanding Common Stock of the Company as conducted by the Company) for twenty (20) consecutive trading days, the Company may force the Registered Holder to convert all or part of the Note Amount due under the Note (or notes) into the Common Stock of the Company upon receipt of written notice from the Company to the Registered Holder (“Forced Conversion”).



Upon the Registered Holder’s receipt of the written notice of the Forced Conversion, the Company shall, at the Registered Holder’s written request, provide the Registered Holder “Registration Rights” which shall require the Company within sixty (60) days to file a Form S-1 Registration under the Act with the SEC registering the Common Stock issued to the Registered Holder or its assigns as a “Selling Shareholder”.