1812 Brewing Company Inc (KEGS)

[Ace Magoo]

Never mind, found it, starting to get this.

Back to floorless, no matter how low the PPS goes they can convert until paid. I guess there a a provision to prevent it from going below .001 incase of default but .001 should not make anybody comfortable unless that is what they pay for the stock in the first place.

4) CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of
the Company's Common Stock, on the terms and conditions set forth in this
Section 4.

(a) Conversion Right. Subject to the provisions of Section 4(c), at any
time or times on or after the Issuance Date, the Holder shall be
entitled to convert any portion of the outstanding and unpaid
Conversion Amount (as defined below) into fully paid and nonassessable
shares of Common Stock in accordance with Section 4(b), at the
Conversion Rate (as defined below). The number of shares of Common
Stock issuable upon conversion of any Conversion Amount pursuant to
this Section 4(a) shall be determined by dividing (x) such Conversion
Amount by (y) the Conversion Price (the "Conversion Rate"). The
Company shall not issue any fraction of a share of Common Stock upon
any conversion. If the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such
fraction of a share of Common Stock up to the nearest whole share. The
Company shall pay any and all transfer, stamp and similar taxes that
may be payable with respect to the issuance and delivery of Common
Stock upon conversion of any Conversion Amount.

(i) "Conversion Amount" means the portion of the Principal and
accrued Interest to be converted, redeemed or otherwise with
respect to which this determination is being made.

(ii) "Conversion Price" means, as of any Conversion Date (as defined
below) or other date of determination the lesser of (a) $.012
(the "Fixed Conversion Price"), subject to adjustment as provided
herein, or (b) ninety percent (90%) of the lowest Volume Weighted
Average Price during the twenty (20) Trading Days immediately
preceding the Conversion Date (the "Market Conversion Price").