CONVERTIBLE DEBENTURE - THOMAS SCOZZAFAVA
On December 28, 2006, the Company issued its President and CEO, Thomas Scozzafava, a Convertible Debenture due December 28, 2008 with a face amount of $250,000 for monies received by the Company from Mr. Scozzafava in the amount of $250,000. The terms of the Convertible Debenture are the following: (i) an interest rate of eight percent (8%) payable, at the option of Mr. Scozzafava, in cash or registered common stock in GS AgriFuels Corporation or any combination thereof; (ii) shall become due and be payable monthly commencing March 31, 2007, unless otherwise waived or deferred by Mr. Scozzafava; (iii) payment in full or in part of principal plus accrued but unpaid interest shall be made only upon demand by Mr. Scozzafava commencing April 31, 2007; (iv) any unpaid balance, at the option of Mr. Scozzafava, shall become immediately due and payable without notice or demand in the event of default, and (v) any accrued and unpaid interest shall be convertible upon demand of Mr. Scozzafava into registered shares of common stock equal to the lower of: (a) $3.00 per share; or (b) the lowest convertible debenture conversion price, preferred, common or any other class of stock or convertible security issuance price, or warrant or option issuance price, issued from December 28, 2006 until the time of conversion(s); or (c) 100% of the closing market price as of the date hereof provided that any such conversion price shall not trigger a lowering of the conversion price of any convertible debenture(s) outstanding at December 28, 2006. As of the date of this filing, Mr. Scozzafava has received neither cash re-payments of principal or cash payments of interest, nor has he exercised his right to convert any obligations in GS AgriFuels common stock. |
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