NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Note due August 24, 2021 of Pacific Software, Inc., a Nevada corporation (the “Borrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion:______________________________________ Principal Amount of Note to be Converted: $_______________________ Number of shares of Common Stock to be issued: ___________________ Signature: _______________________ Name: _______________________ Address for Delivery of Common Stock Certificates: ________________ __________________________________________________________ __________________________________________________________ Or DWAC Instructions: __________________________________________ Broker No: _________________ Account No: ________________
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE due May 7, 2017 of DSG Global, Inc. (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No:___________ Schedule 1 CONVERSION SCHEDULE This 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE due on May 7, 2017 in the original principal amount of $72,500 is issued by DSG Global, Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the [___ % [Original Issue Discount [Senior [Secured Convertible Debenture due [________ of [____________, a [____________ corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: Or DWAC Instructions: Broker No: Account No: Schedule 1 CONVERSION SCHEDULE The [____ % [Original Issue Discount [Senior [Secured Convertible Debentures due on [________ in the aggregate principal amount of $____________ are issued by [____________, a [________ corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Exhibit B Form of Warrant Certificate [attach] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 11, 2021. “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY OR UNDERLYING THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 11, 2021. THIS WARR...
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 8% Senior Secured Convertible Debenture due November 4, 2011 of Hague Corp., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: Or DWAC Instructions: Broker No: Account No: Schedule 1 CONVERSION SCHEDULE The 8% Senior Secured Convertible Debentures due on November 4, 2011 in the aggregate principal amount of $1,500,000.00 are issued by Hague Corp., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest
NOTICE OF CONVERSION. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall, if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issu...
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Senior Secured Convertible Debenture due October 1, 2017 of PFO Global, Inc., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: Or DWAC Instructions: Broker No: Account No: Schedule 1
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture due August 8, 2012 of Ads In Motion, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of the Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: Or DWAC Instructions: Broker No: Account No:
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Date of Conversion: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: By: Name: Title: Date: 38 EXHIBIT B FORM OF PIGGY-BACK REGISTRATION RIGHTS AGREEMENT [attached hereto] PIGGY-BACK REGISTRATION RIGHTS AGREEMENT THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by Dalrada Financial Corp. on February 13, 2006 into Shares of Common Stock of Dalrada Financial Corp. (the "Borrower") according to the conditions set forth in such Note, as of the date written below. Date of Conversion:____________________________________________________________________ Conversion Price:______________________________________________________________________ Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name:__________________________________________________________________________ Address:_____________________________________________________________________________ ____________________________________________________________________________ 9
