Common use of NOTICE OF CONVERSION Clause in Contracts

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___, 2017 issued by Cool technologies, 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 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Cool Technologies, Inc.

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NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 510% Original Issue Discount Secured Convertible Note Debenture issued on ___________ and due ________ _______ 20258 of Australian Oilseeds Holdings Limited, 2017 issued by Cool technologiesan exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, Inc. , a Nevada corporation (the “Company”), into shares of common stock ordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock Ordinary Shares 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 Ordinary Shares does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockOrdinary Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Ordinary Shares to be issued: Signature: Name: Address for Delivery of Certificates for Ordinary Shares: Or DWAC Instructions: Broker No: ______________ Account No: _____________ 8 18 months from the First Closing Date. Schedule 1 CONVERSION SCHEDULE The 10% Original Issue Discount Secured Convertible Debenture issued on _____________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note and due on __________ ___, 2017 20259 in the original aggregate principal amount of $____________ are is issued by Cool TechnologiesAustralian Oilseeds Holdings Limited, Inc.an exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, a Nevada corporationthe “Company”). This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company AttestAttest 9 18 months from the First Closing Date.

Appears in 1 contract

Samples: Edoc Acquisition Corp.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 510% Convertible Promissory Note due ________ ___February 27, 2017 issued by Cool technologies, of Premier Biomedical 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 10% Convertible Promissory Note due on __________ ___February 27, 2017 in the original principal amount of $____________ are 105,000.00 is issued by Cool Technologies, Inc., a Nevada corporation. Premier Biomedical 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 Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Premier Biomedical Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under of the 5% Convertible Secured Revolving Credit Note due ________ ___, 2017 issued by Cool technologies, Inc. , a Nevada corporation (pursuant to Section 1.3 of the “Company”), Debt Restructuring Agreement to which this into shares and warrants to acquire shares of common stock stock, par value $0.001 per share (the “Common Stock”), of the Company Viral Genetics, Inc., a Delaware corporation, according to the conditions hereof, as of the date written below. If shares of Common Stock and warrants 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: Payment Number of Interest in shares of Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. to be issued: Number of warrants to acquire shares of Common Stock to be issued: Signature: Name: DWAC InstructionsAddress: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___EXHIBIT A SECURED REVOLVING CREDIT NOTE FOR VALUE RECEIVED, 2017 Viral Genetics, Inc., (“Borrower”), whose address is 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxxx, Xxxxxxxxxx, 00000, promises to pay to the order of Best Investments, Inc. (“Lender”), and its successors and assigns, whose address is c/o 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxxx, Xxxxxxxxxx, 00000, in lawful money of the original United States of America, the principal amount sum of --- DOLLARS ($____________ ) (the “Initial Principal”), together with (a) such additional amounts as are issued by Cool Technologies, Inc., a Nevada corporationadded to the Initial Principal from the date hereof as provided under Section 1(b) herein plus (b) interest at the Interest Rate as provided herein and less (c) any payments of principal and accrued interest made as provided herein prior to the Maturity Date including amounts exchanged for Units under the terms of the Debt Restructuring Agreement to which this Secured Revolving Credit Note is attached. This Conversion Schedule reflects conversions made under Section 4 Secured Revolving Credit Note is issued in replacement of the above referenced NoteNotes in favor of the Lender referred to in the Debt Restructuring Agreement (the “Agreement”) between the parties of even date herewith and does not constitute a novation of the indebtedness evidenced thereby. Dated: Date This Secured Revolving Credit Note is issued pursuant to and entitled to the benefits and security of Conversion(or the Agreement to which reference is hereby made for first entry, Original Issue Date) Amount a more complete statement of Converted Principal Aggregate Principal Amount Remaining Subsequent the terms and conditions upon which the Loan Obligation evidenced hereby is made and is to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestbe repaid.

Appears in 1 contract

Samples: Debt Restructuring Agreement (Viral Genetics Inc /De/)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___of US Highland, 2017 issued by Cool technologiesInc., Inc. , a Nevada an Oklahoma corporation (the “Company”), due on ____________________, 201___, into shares of the Company’s common stock (the each a Common StockShare), 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 The undersigned will pay all transfer taxes, intangible or other taxes payable with respect thereto hereto 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 StockShares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Accrued Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. to be Converted: Number of shares of Common Stock Shares to be issued: Signature: Name: DWAC InstructionsAddress: Broker Exhibit B Form of Warrant Warrant No: ____________. 2012-__ Account NoUS HIGHLAND, INC. (an Oklahoma corporation) Warrant for the Purchase of 212,500 Shares of Common Stock, Par Value $0.001 This Warrant Will Be Void After 5:00 P.M. Pacific Time On June 1, 2015 These securities have not been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice filing and fee provisions) of applicable state laws under the National Securities Markets Improvement Act of 1996. THIS WARRANT (this “Warrant”) certifies that, for value received, Brookstone Partners LLC. or its registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on June 1, 2015, to subscribe for, purchase, and receive 212,500 shares (the “Shares”) of fully paid and non-assessable common stock, par value $0.001 (the “Common Stock”) of US Highland, an Oklahoma corporation (the “Company”). This Warrant is exercisable to purchase the Shares at the lower of: _________________________ Schedule 1 CONVERSION SCHEDULE (i) a price of $0.20 per share or (ii) 75% of the average Closing Bid Price for the thirty Trading Days immediately preceding the Exercise Date (the “Exercise Price”). The 5% Convertible Note due number of Shares to be received on __________ ___exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on June 1, 2017 2015, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject to the terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the original principal amount of $____________ are issued by Cool Technologiesmanner described above, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of all subject to the above referenced Note. Dated: Date of Conversion(or for first entry, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestterms hereof.

Appears in 1 contract

Samples: Amended Securities Purchase Agreement (US Highland, Inc.)

NOTICE OF CONVERSION. (To be Executed by the Registered Holder in order to convert shares of Preferred Stock) The undersigned hereby elects to convert principal under the 5% number of shares of Series B Convertible Note due ________ ___Preferred Stock indicated below, 2017 issued by Cool technologiesinto shares of common stock, Inc. par value $.00001 per share (the “Common Stock”), of BioNeutral Group, 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 Holder for any conversion, except for such transfer taxes, if any. By the delivery of tendering this Notice of Conversion 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 hereby covenants to comply with the prospectus delivery requirements under the Securities Act of 1933, as amended, applicable securities laws in connection to it with any transfer respect to resales of the aforesaid shares of Common StockStock issuable upon the conversion requested hereby pursuant to a registration statement and, in connection therewith, covenants that, unless otherwise specified below, such shares have been or are intended to be sold in ordinary brokerage transactions. Conversion calculations: Date to Effect Conversion: Principal Amount Conversion Number of Note shares of Preferred Stock owned prior to Conversion Number of shares of Preferred Stock to be Converted: Payment Converted Stated Value of Interest in Common shares of Preferred Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. to be Converted Number of shares of Common Stock to be issuedIssued Applicable Conversion Price Number of shares of Preferred Stock subsequent to Conversion Signature Name Address Accepted and Agreed: Signature: Name: DWAC Instructions: Broker No: BioNeutral Group, Inc. By:______________ Account No: _________________________ Schedule 1 Name: Title: EXHIBIT A NOTICE OF CONVERSION SCHEDULE (To be Executed by the Registered Holder in order to convert shares of Preferred Stock) The 5% undersigned hereby elects to convert the number of shares of Series B Convertible Note due on Preferred Stock indicated below, into shares of common stock, par value $.00001 per share (the “Common Stock”), of BioNeutral Group, Inc., a Nevada corporation (the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than 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 tendering this Notice of Conversion, the undersigned hereby covenants to comply with the prospectus delivery requirements under the Securities Act of 1933, as amended, applicable to it with respect to resales of the shares of Common Stock issuable upon the conversion requested hereby pursuant to a registration statement and, in connection therewith, covenants that, unless otherwise specified below, such shares have been or are intended to be sold in ordinary brokerage transactions. Conversion calculations: Date to Effect Conversion Number of shares of Preferred Stock owned prior to Conversion Number of shares of Preferred Stock to be Converted Stated Value of shares of Preferred Stock to be Converted Number of shares of Common Stock to be Issued Applicable Conversion Price Number of shares of Preferred Stock subsequent to Conversion Signature Name Address Accepted and Agreed: BioNeutral Group, Inc. By:__________ ___, 2017 in the original principal amount of $_________________________ are issued by Cool Technologies, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. DatedName: Date of Conversion(or for first entry, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company AttestTitle:

Appears in 1 contract

Samples: BioNeutral Group, Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___June [ ], 2017 issued by Cool technologies2021 of MICT, Inc. Inc., a Nevada 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 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: Payment of Interest in Common Stock __ yes __ noIf 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 Convertible Notes due on [______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 ] in the original aggregate principal amount of $____________ are issued by Cool TechnologiesMICT, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: BNN Technology PLC

NOTICE OF CONVERSION. The undersigned hereby irrevocably elects to convert (the “Conversion”) $ principal under amount of the 5% Convertible Note due ________ ___plus $ accrued and unpaid interest on such principal amount into Units of Advanced BioEnergy, 2017 issued by Cool technologies, Inc. , a Nevada corporation LLC (the “Company”), into shares of common stock (the “Common Stock”), of the Company ) according to the conditions hereofof the Convertible Note, 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 Holder for any conversion, except for such transfer taxes, if anyConversion. By the delivery of this Notice of Conversion the The undersigned represents (a) hereby executes and warrants delivers to the Company that its ownership certain Addenda to the Third Amended and Restated Operating Agreement of the Common Stock does not exceed Company in the amounts specified form attached hereto as Attachment I and (b) represents and warrants that it understands that (i) the Units are subject to significant transfer restrictions under Section 4 the Operating Agreement and (ii) all offers and sales by the undersigned of this Notethe securities issuable to the undersigned upon Conversion of the Convertible Note shall be made pursuant to registration of such securities under the Securities Act of 1933, as determined amended, or pursuant to an exemption from registration under the Act, and in accordance with Section 13(d) other restrictions on transfer in the Operating Agreement. Date 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 Applicable Conversion Price: Number of Note Conversion Securities to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issuedIssued: Signature: Name: DWAC InstructionsAddress: Broker NoACKNOWLEDGED AND AGREED: ______________ Account NoADVANCED BIOENERGY, LLC By: _________________________ Schedule 1 CONVERSION SCHEDULE Name: Title: Date: ADDENDA TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED BIOENERGY, LLC The 5% Convertible Note due undersigned does hereby represent and warrant that the undersigned, as a condition to becoming a Member in Advanced BioEnergy, LLC, has received a copy of the Third Amended and Restated Operating Agreement dated February 1, 2006, and, if applicable, all amendments and modifications thereto, and does hereby agree that the undersigned, along with the other parties to the Third Amended and Restated Operating Agreement, shall be subject to and comply with all terms and conditions of said Third Amended and Restated Operating Agreement in all respects as if the undersigned had executed said Third Amended and Restated Operating Agreement on __________ ___, 2017 in the original principal amount of $____________ are issued date thereof and that the undersigned is and shall be bound by Cool Technologies, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 all of the above referenced Noteprovisions of said Third Amended and Restated Operating Agreement from and after the date of execution hereof. DatedINDIVIDUALS: Date ENTITIES: Name of Conversion(or for first entryIndividual Member (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Member (Please Print) Signature of Officer Signature of Joint Individual Member Agreed and Accepted on Behalf of the Company and its Members: ADVANCED BIOENERGY, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company AttestLLC By: Name: Its:

Appears in 1 contract

Samples: Note Purchase Agreement (Advanced BioEnergy, LLC)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note Debenture due ________ ___December 31, 2017 issued by Cool technologies, Inc. 2022 of CollPlant Holdings Ltd., a Nevada corporation company organized under the laws of the State of Israel (the “Company”), into shares of common stock American Depositary Shares (the “Common StockADSs”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock ADSs 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 Ordinary Shares underlying the ADSs does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockADSs. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account Number of Conversion at Issue. Number of shares of Common Stock ADSs to be issued: Signature: Name: Address for Delivery of ADSs Certificates: Or DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note Debentures due on __________ ___December 31, 2017 2022 in the original aggregate principal amount of $____________ 2,000,000 are issued by Cool Technologies, Inc.CollPlant Holdings Ltd., a Nevada corporationcompany organized under the laws of the State of Israel. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company AttestAttest Exhibit A Form of Prefunded Warrant

Appears in 1 contract

Samples: CollPlant Holdings Ltd.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Promissory Note due ________ _July __, 2017 issued by Cool technologies2019 of Avant Diagnostics, 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 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% This Convertible Promissory Note due on __________ _July __, 2017 2019 in the original principal amount of $____________ are 340,250 is issued by Cool TechnologiesAvant Diagnostics, Inc., a Nevada corporation. Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Avant Diagnostics, Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note Debenture due ________ ___August 9, 2017 issued by Cool technologies, Inc. 2025 of Lion Group Holding Ltd., a Nevada corporation Cayman Islands exempted company (the “Company”), into shares of common stock (the “Common Stock”), ADSs of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock ADSs 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 Ordinary Shares does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockOrdinary Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock ADSs __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Ordinary Shares to be issued: Signature: Name: Address for Delivery of ADSs: Or DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note Debentures due on __________ ___August 9, 2017 2025 in the original aggregate principal amount of $____________ 3,500,000 are issued by Cool Technologies, Inc.Lion Group Holding Ltd., a Nevada corporationCayman Islands exempted company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Lion Group Holding LTD

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Promissory Note due ________ ___November 25, 2017 issued by Cool technologies2019 of Avant Diagnostics, 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 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% This Convertible Promissory Note due on __________ ___November 25, 2017 2019 in the original principal amount of $____________ are is issued by Cool TechnologiesAvant Diagnostics, Inc., a Nevada corporation. Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Avant Diagnostics, Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___, 2017 issued by Cool technologies2022 of MICT, Inc. Inc., a Nevada 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 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: Payment of Interest in Common Stock __ yes __ noIf 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 5% Convertible Note Notes due on __________ ___, 2017 2022 in the original aggregate principal amount of $____________ are issued by Cool TechnologiesMICT, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: MICT, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___, 2017 issued by Cool technologies, Inc. Debenture of Logicom Inc., a Nevada corporation (the “Company”), due on January 31, 2006, into shares units (each a “Unit”), with each Unit consisting of one share of common stock stock, par value $0.001 per share (the “Common Stock”) and one-half of one share purchase warrant (with each whole warrant being a “Warrant”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock Units are to be issued in the name of a person 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 Each Warrant shall entitle the delivery Holder to purchase one share of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed at an exercise price of $1.00 for a period of 36 months from the amounts specified under Section 4 date of this Note, as determined in accordance with Section 13(d) of the Exchange Actissue. 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 Debentures to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Number of Warrants to be issued: Signature: Name: DWAC InstructionsAddress: Broker No: EXHIBIT B THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (______________ Account No: TIME) ON ___________, 2008. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF Logicom, Inc. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on , (the “Holder”) of __________ _______, 2017 in has the original principal amount of $right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ are issued by Cool Technologiesfully paid and non-assessable common shares (the “Shares”) in the capital of Logicom, Inc.Inc. (hereinafter called the “Company”) on or before _______ p.m. (__________ time) on ______________, 2008 (the “Expiry Date”) at a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 price per Share (the “Exercise Price”) of US$0.84 on the above referenced Note. Dated: Date of Conversion(or for first entry, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestterms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

Appears in 1 contract

Samples: Subscription Agreement (Logicom Inc.)

NOTICE OF CONVERSION. (To be executed by the Holder in order to convert the Note) The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___, 2017 issued by Cool technologiesSYS on , Inc. , a Nevada corporation (the “Company”), 200 into shares Shares of common stock (the “Common Stock”), Stock of the Company SYS according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Conversion: Conversion Price: Shares To Be Delivered: Signature: Print Name: Address: EXHIBIT B Letter of Transmittal B LETTER OF TRANSMITTAL To Tender Shares of Common Stock of POLEXIS, INC. In Exchange for Cash and Units of SYS Name and Address of Registered Owner of Shares and Number of Shares Owned of Record by such Registered Owner: [label with address and number of shares] PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL Please note that this letter of transmittal ("Letter of Transmittal") applies only to the certificated shares of Polexis Common Stock ("Polexis Stock") owned in your name as the registered owner. According to Polexis's records, the total number of certificated shares of Polexis Stock of which you are to be issued the registered owner is printed on the above label. If you own shares of Polexis Stock other than those included in the above total which are held in another name or in another capacity (for example, as trustee) you must submit a separate Letter 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 Transmittal for such transfer taxesother shares. Please mail or hand deliver this Letter of Transmittal and your stock certificates to SYS, if any. By at the delivery following address: SYS 0000 Xxxxxx Xxxxxx Road, Suite 200 San Diego, CA 92123 Attn: Xxxxxxx X. Xxxx The merger of this Notice Polexis, Inc. ("Polexis") with Shadow Research International, Inc. ("Subcorp"), a Delaware corporation and wholly owned subsidiary 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 NoteSYS ("SYS"), as determined was completed on , 2004, in accordance with Section 13(d) the terms of the Exchange ActAgreement and Plan of Merger dated , 2004, among SYS, Polexis, Subcorp and certain Polexis stockholders (the "Merger"). In order to receive the consideration to be paid for your shares of Polexis Stock in the Merger, you now need to surrender to SYS the certificates representing such shares, which you should list below. For each share of Polexis Stock listed below, you will receive . The undersigned agrees following certificates are attached to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer this Letter of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf yesTransmittal (if additional space is required, $_____ of Interest Accrued on Account of Conversion at Issue. attach signed rider): Certificate Number Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company AttestShares

Appears in 1 contract

Samples: Non Compete and Lockup Agreement (Sys)

NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal under amount of the 5% Convertible Note due ________ ___(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, 2017 issued by Cool technologies, Inc. of RESPIRERX PHARMACEUTICALS INC., a Nevada 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”), into shares of common stock and Labrys Fund, LP, a Delaware limited partnership (the “Common StockHolder”), 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 Company and the Holder are hereinafter sometimes collectively referred to comply with as the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date “Parties” and each a “Party” to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestthis Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

NOTICE OF CONVERSION. To be delivered to: Bridgeline Digital, Inc. 00 Xxxxxxxxx Xxxx Burlington, MA 01803 Attn: Chief Financial Officer and General Counsel Facsimile Number: (000) 000-0000 The undersigned hereby elects to convert principal under the 510% Secured Subordinated Convertible Note due ________ ___November 6, 2017 issued by Cool technologies2016 of Bridgeline Digital, Inc. Inc., a Nevada 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 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: Payment of Interest in Common Stock __ yes __ noIf 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 510% Secured Subordinated Convertible Note Notes due on __________ ___November 6, 2017 2016 in the original aggregate principal amount of $____________ are issued by Cool TechnologiesBridgeline Digital, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Bridgeline Digital, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 58% Convertible Promissory Note due ________ ___May 31, 2017 issued by Cool technologies, 2018 of Premier Biomedical 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 8% Convertible Promissory Note due on __________ ___May 31, 2017 2018 in the original principal amount of $____________ are 30,000 is issued by Cool Technologies, Inc., a Nevada corporation. Premier Biomedical Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Premier Biomedical Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___, 2017 issued by Cool technologies, Inc. , of Black Hawk Exploration a Nevada corporation (the “Company”), due on October 19, 2012, into shares of the Company’s common stock (the each a Common StockShare), 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 The undersigned will pay all transfer taxes, intangible or other taxes payable with respect thereto hereto 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 StockShares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Accrued Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. to be Converted: Number of shares of Common Stock Shares to be issued: Signature: Name: DWAC InstructionsAddress: Broker No: EXHIBIT “B” Warrant Certificate THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:30 P.M. (WASHINGTON STATE TIME) ON April _____, 2016. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF BLACK HAWK EXPLORATION incorporated in the State of Nevada WARRANT CERTIFICATE NO. 2011-001 THIS IS TO CERTIFY THAT Chancery Lane Investment Group Inc., (the “Holder”), has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to 8,500,000 fully paid and non-assessable common shares (the “Shares”) in the capital of Black Hawk Exploration (hereinafter called the “Company”) on or before 5:30 p.m. (Washington State time) on April _________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due , 2016 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of US$0.14 on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of terms and conditions attached hereto as Appendix “A” (the above referenced Note. Dated: Date of Conversion(or for first entry, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest“Terms and Conditions”).

Appears in 1 contract

Samples: Subscription Agreement (Black Hawk Exploration)

NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of Big Flower Trust I The undersigned owner of these Trust Securities hereby elects irrevocably exercises the option to convert principal under these Trust Securities, or the 5% Convertible Note due ________ ___portion below designated, 2017 issued by Cool technologiesinto Common Stock of BIG FLOWER HOLDINGS, Inc. , a Nevada corporation INC. (the “Company”"Big Flower Common Stock") in accordance with the terms of the Amended and Restated Trust Agreement (the "Trust Agreement"), into shares dated as October 14, 1997, by Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx, as Administrative Trustees, The Bank of common stock New York (the “Common Stock”Delaware), as Delaware Trustee, The Bank of New York, as Property Trustee, Big Flower Holdings, Inc., as Depositor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the Company according option to convert these Trust Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Trust Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into Big Flower Common Stock (at the conversion rate specified in the terms of the Trust Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the conditions hereofundersigned, as of unless a different name has been indicated in the date written assignment 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 thereto. Any holder of Preferred Securities, upon 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 exercise 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 conversion rights in accordance with Section 13(d) the terms of the Exchange Act. The undersigned Trust Agreement and the Preferred Securities, agrees to comply with be bound by the prospectus delivery requirements under the applicable securities laws in connection with any transfer terms of the aforesaid shares of Common Stock. Conversion calculations: Date Registration Rights Agreement relating to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in the Big Flower Common Stock __ yes __ noIf yes, $issuable upon conversion of the Preferred Securities. Date: ____________, ____ in whole __ in part __ Number and type of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Trust Securities to be issued: Signature: Name: DWAC Instructions: Broker Noconverted: _______________________ Account No: If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Big Flower Common Stock are to be issued, along with the address or addresses of such person or persons __________________________________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________________________________________________ ___, 2017 in the original principal amount of $_______________________________________________ are issued by Cool Technologies__________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, Inc.Including Zip Code, a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestand Social Security or Other Identifying Number __________________________________________________ __________________________________________________ __________________________________________________ Signature Guarantee:*_____________________________

Appears in 1 contract

Samples: Trust Agreement (Big Flower Holdings Inc)

NOTICE OF CONVERSION. The undersigned hereby elects to convert the principal under amount of the 5% Senior Secured Convertible Note due ________ ___, 2017 issued by Cool technologiesONTRAK, Inc. , a Nevada corporation INC. (the “Company”)) with the issuance date shown below, plus the accrued and unpaid interest thereon as shown below, into shares of the Company’s common stock (the “Common Stock”), of the Company according in accordance with and pursuant to the conditions hereof, as terms of the date written belowsaid Senior Secured Convertible Note. 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 Conversion Date: Principal amount to be converted: $ Payment of interest in common stock ___ Yes ___ No If yes, dollar amount of interest to be converted. $ Number of shares of common stock to be issued: $ Address for Delivery of Common Stock Certificates: Holder: Signature: Printed Name: Exhibit B Form of Demand Warrant [Attached] NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: [__] Issuance Date: [__]1 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [__] or its assigns (the delivery of this Notice of Conversion “Holder”) is entitled, upon the undersigned represents terms and warrants subject to the Company that its ownership limitations on exercise and the conditions hereinafter set forth, at any time on or after the Sixth Amendment Stockholder Approval Effectiveness Date (as such term is defined in the Sixth Amendment) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Common Stock does Issuance Date (the “Termination Date”) but not exceed thereafter, to subscribe for and purchase from Ontrak, Inc., a Delaware corporation (the amounts specified under Section 4 of this Note“Company”), up to [__] shares (as determined in accordance with Section 13(dsubject to adjustment hereunder, the “Warrant Shares”) 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 The purchase price of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares one share of Common Stock under this Warrant shall be equal to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___the Exercise Price, 2017 as defined in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest2(b).

Appears in 1 contract

Samples: Master Note Purchase Agreement (Acuitas Group Holdings, LLC)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 510% Convertible Note due ________ ___July 15, 2017 issued by Cool technologies2016 of MyECheck, 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 10% Convertible Note due on __________ ___July 15, 2017 2016 in the original principal amount of $____________ are 50,000 is issued by Cool TechnologiesMyECheck, Inc., a Nevada corporation. Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Myecheck, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 56% Convertible Note Debenture due ________ _May __, 2017 issued by Cool technologies2009 of Impart Media Group, Inc. 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 NoteDebenture, 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 Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf 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: _________________________ 29 Schedule 1 CONVERSION SCHEDULE The 56% Convertible Note Debentures due on __________ _May __, 2017 2009 in the original aggregate principal amount of $____________ are issued by Cool TechnologiesImpart Media Group, Inc., a Nevada corporation. Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Impart Media Group Inc

NOTICE OF CONVERSION. To: The Chase Manhattan Bank, as Property Trustee of Newexx Xxxancial Trust I The undersigned owner of these Preferred Securities hereby elects irrevocably exercises the option to convert principal under these Preferred Securities, or the 5% Convertible Note due portion below designated, into Common Stock of Newexx Xx. (the "Newexx Xxxmon Stock") in accordance with the terms of the Amended and Restated Trust Agreement (as amended from time to time, the "Trust Agreement"), dated as of December ____, 1997, by ________________, __________________ and ___________ ___________, 2017 as Administrative Trustees, Chase Manhattan Bank Delaware, as Delaware Trustee, The Chase Manhattan Bank, as Property Trustee, Newexx Xx., as Depositor, and by the Holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by Cool technologies, Inc. , a Nevada corporation the Trust (at the “Company”)rate of exchange specified in the terms of the Preferred Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into shares of common stock Newexx Xxxmon Stock (at the “Common Stock”), conversion rate specified in the terms of the Company according Preferred Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the conditions hereofundersigned, as of unless a different name has been indicated in the date written assignment 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 thereto. Any holder, upon 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 exercise 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 conversion rights in accordance with Section 13(d) the terms of the Exchange Act. The undersigned Trust Agreement and the Preferred Securities, agrees to comply with be bound by the prospectus delivery requirements under the applicable securities laws in connection with any transfer terms of the aforesaid shares Registration Rights Agreement relating to the Newexx Xxxmon Stock issuable upon conversion of Common Stockthe Preferred Securities. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No101 Date: ___________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on in whole _____ in part _____ Number of Preferred Securities to be converted: _______________________________________________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Newexx Xxxmon Stock are to be issued, along with the address or addresses of such person or persons _______________________________________________ ___, 2017 in the original principal amount of $____________________________________________ are issued by Cool Technologies_______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, Inc.Including Zip Code, a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestand Social Security or Other Identifying Number _______________________________________________ _______________________________________________ _______________________________________________ Signature Guarantee:* _______________________________________________ --------

Appears in 1 contract

Samples: Trust Agreement (Newell Financial Trust I)

NOTICE OF CONVERSION. The undersigned hereby elects to convert the principal under amount of the 5% Senior Secured Convertible Note due ________ ___, 2017 issued by Cool technologiesONTRAK, Inc. , a Nevada corporation INC. (the “Company”)) with the issuance date shown below, plus the accrued and unpaid interest thereon as shown below, into shares of the Company’s common stock (the “Common Stock”), of the Company according in accordance with and pursuant to the conditions hereof, as terms of the date written belowsaid Senior Secured Convertible Note. 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 ConversionDate: Principal Amount of Note amount to be Convertedconverted: $ Payment of Interest interest in Common Stock __ yes __ noIf common stock ¨ Yes ¨ No If yes, $_____ dollar amount of Interest Accrued on Account of Conversion at Issueinterest to be converted. $ Number of shares of Common Stock common stock to be issued: $ Address for Delivery of Common Stock Certificates: Holder: Signature: Printed Name: DWAC Instructions: Broker No: _____________Exhibit B Form of Warrant [Attached] Appendix B Ontrak, Inc. Purchase Warrant for Common Shares [•], 202_ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 2017 in the original principal amount of $____________ are issued by Cool TechnologiesAS AMENDED, Inc.OR ANY STATE SECURITIES LAWS, a Nevada corporationAND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteTHE RIGHT TO PURCHASE WARRANT SHARES AS SET FORTH HEREIN IS SUBJECT TO LIMITATIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW). Dated: Date of Conversion(or for first entry, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company AttestTABLE OF CONTENTS Page

Appears in 1 contract

Samples: Master Note Purchase Agreement (Acuitas Group Holdings, LLC)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Original Issue Discount Secured Convertible Note due ________ ___, 2017 issued by Cool technologies_ of Innovation1 Biotech, 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 4(e) 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: Account No: EXHIBIT B Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT Innovation1 Biotech, Inc. Warrant Shares: _________ Initial Exercise Date: November __, 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November____, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation1 Biotech, Inc., a Nevada corporation (the “Company”), up to ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The 5% Convertible Note due on __________ ___purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 2017 as defined in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest2(b).

Appears in 1 contract

Samples: Securities Purchase Agreement (Innovation1 Biotech Inc.)

NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of CMS Energy Trust I The undersigned owner of these Preferred Securities hereby elects irrevocably exercises the option to convert principal under these Preferred Securities, or the 5% Convertible Note due portion below designated, into Common Stock, $.01 par value, of CMS ENERGY CORPORATION (the "CMS Energy Common Stock") in accordance with the terms of the Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of ________ ___, 2017 issued 1997, by Cool technologiesAlan X. Xxxxxx xxx Thomxx X. XxXxxx, Inc. xx Regular Trustees, a Nevada corporation The Bank of New York (the “Company”Delaware), into shares as Delaware Trustee, The Bank of common stock (New York, as Property Trustee, CMS Energy Corporation, as Depositor, and by the “Common Stock”)Holders, from time to time, of individual beneficial interests in the Company according Trust to be issued pursuant to the conditions hereof, as Trust Agreement. Pursuant to the aforementioned exercise of the date written option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Preferred Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into CMS Energy Common Stock (at the conversion rate specified in the terms of the Preferred Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment 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 thereto. Any holder, upon 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 exercise 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 conversion rights in accordance with Section 13(d) the terms 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company AttestTrust Agreement

Appears in 1 contract

Samples: Trust Agreement (CMS Energy Trust Ii)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal and interest under the 510% Convertible Note Debenture due ________ ___June 30, 2017 issued by Cool technologiesof EWSD I, Inc. LLC and Pueblo Agriculture Supply and Equipment, a Nevada corporation LLC (collectively, the “Company”), into shares of common stock of Notis Global, Inc., a Nevada corporation (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 NoteDebenture, 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 Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 10% Convertible Note Debenture due on __________ ___June 30, 2017 in the original principal amount of $____________ are ,000 is issued by Cool TechnologiesEWSD I, Inc.LLC and Pueblo Agriculture Supply and Equipment, a Nevada corporationLLC. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Exchange Agreement (Notis Global, Inc.)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Promissory Note due ________ ___July 28, 2017 issued by Cool technologies2019 of Avant Diagnostics, 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 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% This Convertible Promissory Note due on __________ ___July 28, 2017 2019 in the original principal amount of $____________ are 25,600 is issued by Cool TechnologiesAvant Diagnostics, Inc., a Nevada corporation. Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Avant Diagnostics, Inc

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NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Original Issue Discount Convertible Promissory Note due ________ ___, 2017 issued by Cool technologies, Inc. of ALTAIR INTERNATIONAL 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ___:___________ Account No: _________________________ Schedule SCHEDULE 1 NOTE REDEMPTION/CONVERSION SCHEDULE The 5% This Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are 400,000 is issued by Cool Technologies, Inc.ALTAIR INTERNATIONAL CORP., a Nevada corporation. This Redemption/Conversion Schedule reflects conversions the periodic redemption and/or conversion of principal made under Section 4 of pursuant to the above referenced Note. This Schedule shall be amended from time to time by the Company upon the periodic redemption and/or conversion of principal and a copy hereof delivered to the Buyer. Dated: Date of Conversion(or for first entry, Original Issue Date) Redemption or Conversion Amount of Converted Principal Redemption or Conversion Aggregate Principal Amount Remaining Outstanding Subsequent to Conversion(or original Principal Amount) Applicable Redemption or Conversion Price Company AttestAttest (Signature of Officer)

Appears in 1 contract

Samples: Altair International Corp.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal principal, accrued but unpaid interest and/or any of amounts due under the 512% Senior Secured Convertible Promissory Note due ________ ___September 29, 2017 issued by Cool technologies2016 of Amarantus Bioscience Holdings, Inc. 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 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, if the resale of any such shares of Common Stock are covered by and are being sold pursuant to an effective Registration Statement. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Other Amounts Owed Under this Note to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account NoConverted including Late Fees: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are Number of shares of Common Stock to be issued: Signature: Name: Delivery Instructions: Schedule 1 CONVERSION SCHEDULE This 12% Senior Secured Convertible Promissory Note due on September 29, 2016 in the original principal amount of $[_______] is issued by Cool TechnologiesAmarantus Bioscience Holdings, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Exchange Agreement (Amarantus Bioscience Holdings, Inc.)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note due ________ ___June 23, 2017 issued by Cool technologies2016 of Accelerated Pharma, Inc. Inc., a Nevada Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company 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 the Company 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 the Company 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 deliver), 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: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. $ Number of shares 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 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 50I(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC. Warrant Shares: [______] Initial Exercise Date: December 29, 2014 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________ Account No: ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from Accelerated Pharma, Inc., a Delaware corporation (the “Company”), up to [_________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___] shares (as subject to adjustment hereunder, 2017 the “Warrant Shares”) of Common Stock; provided, however, in the original principal amount event that the number of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 shares of Common Stock reserved for the issuance of the above referenced NoteWarrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has reserved such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant. Dated: Date The purchase price of Conversion(or for first entryone share of Common Stock under this Warrant shall be equal to the Exercise Price, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestas defined in Section 2(b), as same may be adjusted as described herein.

Appears in 1 contract

Samples: Security Agreement (Accelerated Pharma, Inc.)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Promissory Note due ________ ___April 25, 2017 issued by Cool technologies, Inc. 2018 of Mantra Venture Group Ltd., a Nevada British Columbia corporation (the “Company”), into shares of common stock of the Company (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 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, if the resale of any such shares of Common Stock are covered by and are being sold pursuant to an effective Registration Statement. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ________________________ Account NoPrincipal Amount of Note to be Converted: ____________ Number of Shares of Common Stock to be Issued: _______ Signature: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are Name: ________________________________________ Delivery Instructions: Schedule 1 CONVERSION SCHEDULE This Convertible Promissory Note due on April 25, 2018 in the principal amount of $2,000,000 is issued by Cool Technologies, Inc.Mantra Venture Group Ltd., a Nevada British Columbia corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Mantra Venture Group Ltd.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 510% Convertible Promissory Note due ________ ___September 28, 2017 issued by Cool technologies, Inc. , a Nevada corporation (the “2016 of Premier Biomedical 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 10% Convertible Promissory Note due on __________ ___September 28, 2017 2016 in the original principal amount of $____________ are 157,500 is issued by Cool Technologies, Premier Biomedical Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Premier Biomedical Inc

NOTICE OF CONVERSION. To be delivered to: Bridgeline Digital, Inc. 80 Xxxxxxxxx Xxxx Burlington, MA 01803 Attn: Chief Financial Officer and General Counsel Facsimile Number: (000) 000-0000 The undersigned hereby elects to convert principal under the 510% Secured Subordinated Convertible Note due ________ ___September 30, 2017 issued by Cool technologies2016 of Bridgeline Digital, Inc. Inc., a Nevada 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 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: Payment of Interest in Common Stock __ yes __ noIf 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 510% Secured Subordinated Convertible Note Notes due on __________ ___September 30, 2017 2016 in the original aggregate principal amount of $____________ are issued by Cool TechnologiesBridgeline Digital, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Bridgeline Digital, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 58% Convertible Promissory Note due ________ ___October 31, 2017 issued by Cool technologies, 2018 of Premier Biomedical 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 8% Convertible Promissory Note due on __________ ___October 31, 2017 2018 in the original principal amount of $____________ are 120,000 is issued by Cool Technologies, Inc., a Nevada corporation. Premier Biomedical Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Premier Biomedical Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note Debenture due ________ ___December 21, 2017 issued by Cool technologies2021 of iCAD, Inc. Inc., a Nevada 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 this NoteDebenture, 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 Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf 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 5% Convertible Note Debentures due on __________ ___December 21, 2017 2021 in the original aggregate principal amount of $____________ are issued by Cool TechnologiesiCAD, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Icad Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 510% Convertible Promissory Note due ________ ___October 10, 2017 issued by Cool technologies, of Premier Biomedical 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 10% Convertible Promissory Note due on __________ ___October 10, 2017 in the original principal amount of $____________ are 300,000 is issued by Cool Technologies, Inc., a Nevada corporation. Premier Biomedical 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 Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Premier Biomedical Inc

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note Debenture due ________ ___October 2, 2017 issued by Cool technologies2047 of Rosetta Genomics Ltd., Inc. , a Nevada an Israeli corporation (the “Company”), into Ordinary shares of common stock (the “Common StockOrdinary Shares”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock Ordinary Shares 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 Ordinary Shares do not exceed the amounts specified under Section 4 of this NoteDebenture, as determined in accordance with Section 13(d) of the Exchange ActAct and that he complies with all the representations and warranties detailed in Section 3.2(c) of the Purchase Agreement. Without derogating from the above, the Holder acknowledge and agrees that in the event that following issuance of the Conversion Shares he will hold 5% or more of the issued share capital of the Company, the issuance of the Conversion Shares shall be require the delivery by the Holder to the Company of an executed Undertaking towards the NTIA (as such terms are defined in the Purchase Agreement) substantially in the form that was attached to the Purchase Agreement as Exhibit B or in any other form required by the NTIA within 3 Trading Days following the delivery of this Notice of Conversion. [In this regard the undersigned represents that following the issuance of the Conversion Shares it will not hold 5% or more of the issued share capital of the Company.] 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 StockOrdinary Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Ordinary Shares to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note Debentures due on __________ ___October 2, 2017 2047 in the original aggregate principal amount of $____________ [ ] are issued by Cool TechnologiesRosetta Genomics Ltd., Inc., a Nevada an Israeli corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Rosetta Genomics Ltd.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Note Debenture due ________ ___October 26, 2017 issued by Cool technologies, Inc. 2022 of CollPlant Holdings Ltd., a Nevada corporation company organized under the laws of the State of Israel (the “Company”), into shares of common stock American Depositary Shares (the “Common StockADSs”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock ADSs 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 Ordinary Shares underlying the ADSs does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockADSs. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf yes, $_____ of Interest Accrued on Account Number of Conversion at Issue. Number of shares of Common Stock ADSs to be issued: Signature: Name: Address for Delivery of ADSs Certificates: Or DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note Debentures due on __________ ___October 26, 2017 2022 in the original aggregate principal amount of $____________ 1,375,144.07 are issued by Cool Technologies, Inc.CollPlant Holdings Ltd., a Nevada corporationcompany organized under the laws of the State of Israel. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company AttestAttest Exhibit A Form of Prefunded Warrant

Appears in 1 contract

Samples: CollPlant Holdings Ltd.

NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of United Rentals Trust I The undersigned owner of these Trust Securities hereby elects irrevocably exercises the option to convert principal under these Trust Securities, or the 5% Convertible Note due ________ ___portion below designated, 2017 issued by Cool technologiesinto Common Stock of UNITED RENTALS HOLDINGS, Inc. , a Nevada corporation INC. (the “Company”"United Rentals Common Stock") in accordance with the terms of the Amended and Restated Trust Agreement (the "Trust Agreement"), into shares dated as August 5, 1998, by United Rentals Holdings, Inc., as Depositor, The Bank of common stock New York, as Property Trustee, The Bank of New York (the “Common Stock”Delaware), as Delaware Trustee and the Administrative Trustees named therein and by the Holders, from time to time of individual beneficial interests in the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the Company according option to convert these Trust Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Trust Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into United Rentals Common Stock (at the conversion rate specified in the terms of the Trust Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the conditions hereofundersigned, as of unless a different name has been indicated in the date written assignment 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 thereto. Any holder of Preferred Securities, upon 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 exercise 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 conversion rights in accordance with Section 13(d) the terms of the Exchange Act. The undersigned Trust Agreement and the Preferred Securities, agrees to comply with be bound by the prospectus delivery requirements under the applicable securities laws in connection with any transfer terms of the aforesaid shares of Common Stock. Conversion calculations: Date Registration Rights Agreement relating to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in the United Rentals Common Stock __ yes __ noIf yes, $_____ issuable upon conversion of Interest Accrued on Account of Conversion at Issuethe Preferred Securities. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker NoDate: ____________, ____ Account Noin whole __ in part __ Number and type of Trust Securities to be converted: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___If a name or names other than the undersigned, 2017 please indicate in the original principal amount spaces below the name or names in which the shares of $____________ United Rentals Common Stock are issued by Cool Technologiesto be issued, Inc.along with the address or addresses of such person or persons ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ Signature (for conversion only) Please Print or Typewrite Name and Address, a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or for first entryIncluding Zip Code, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestand Social Security or Other Identifying Number

Appears in 1 contract

Samples: Trust Agreement (United Rentals Inc /De)

NOTICE OF CONVERSION. The undersigned hereby elects If you want to convert this Security into Common Stock of the Company, check the box: ¨ To convert only part of this Security, state the principal under amount to be converted (which must be $1,000 or a multiple of $1,000): $ If you want the 5% Convertible Note due ________ ___stock certificate made out in another person’s name, 2017 issued fill in the form below: (Insert other person’s social security or tax ID no.) (Print or type other person’s name, address and zip code) Date: Signed: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Note: Signatures must be guaranteed by Cool technologiesan “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE , U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107-1419 Attention: Corporate Trust Services Re: American Medical Services Holdings, Inc. , a Nevada corporation (the “Company”)) 4.00% Convertible Senior Subordinated Notes due 2041 This is a Fundamental Change Repurchase Notice as defined in Section 9.01(a) of the Indenture dated as of September 21, into shares of common stock 2009 (the “Common StockIndenture) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s), . of Securities: I intend to deliver the following aggregate principal amount of Securities for purchase by the Company pursuant to Section 9.01 of the Company according to Indenture (in multiples of $1,000): $ I hereby agree that the conditions hereof, Securities will be purchased as of the date written belowFundamental Change Repurchase Date pursuant to the terms and conditions thereof and of the Indenture. If shares Date: Signed: (Sign exactly as your name appears on the other side of Common Stock are to this Security) Signature Guarantee: Note: Signatures must be issued guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the name Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FORM OF REPURCHASE ELECTION NOTICE , U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107-1419 Attention: Corporate Trust Services Re: American Medical Services Holdings, Inc. (the “Company”) 4.00% Convertible Senior Subordinated Notes due 2041 This is a person other than Repurchase Election Notice as defined in Section 10.01(b) of the undersignedIndenture dated as of September 21, 2009 (the “Indenture”) among the Company, the undersigned will pay all transfer taxes payable with respect thereto Subsidiary Guarantors and is delivering herewith such certificates and opinions U.S. Bank National Association, as reasonably requested Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Securities: I intend to deliver the following aggregate principal amount of Securities for purchase by the Company pursuant to Section 10.01 of the Indenture (in accordance therewith. No fee multiples of $1,000): $ I hereby agree that the Securities will be charged purchased as of the Repurchase Date pursuant to the holder for any conversion, except for such transfer taxes, if anyterms and conditions thereof and of the Indenture. By Date: Signed: (Sign exactly as your name appears on the delivery other side of this Notice of Conversion Security) Signature Guarantee: Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the undersigned represents and warrants to the Company that its ownership requirements of the Common Stock does not exceed Security Registrar, which requirements include membership or participation in the amounts specified under Section 4 of this NoteSecurity Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, as determined or in substitution for, STAMP, all in accordance with Section 13(d) the Securities Exchange Act 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: Payment of Interest in Common Stock __ yes __ noIf yes1934, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on __________ ___, 2017 in the original principal amount of $____________ are issued by Cool Technologies, Inc., a Nevada corporation. 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 Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestas amended.

Appears in 1 contract

Samples: Indenture (American Medical Systems Holdings Inc)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal principal, accrued but unpaid interest and/or any of amounts due under the 512% Senior Secured Convertible Promissory Note due ________ ___September 29, 2017 issued by Cool technologies2016 of Amarantus Bioscience Holdings, Inc. 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 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, if the resale of any such shares of Common Stock are covered by and are being sold pursuant to an effective Registration Statement. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Other Amounts Owed Under this Note to be Converted including Late Fees: Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 12% Senior Secured Convertible Promissory Note due on __________ ___September 29, 2017 2016 in the original principal amount of $____________ are 3,055,556 is issued by Cool TechnologiesAmarantus Bioscience Holdings, Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Amarantus Bioscience Holdings, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 58% Convertible Note Debenture due ________ ___March 4, 2017 issued by Cool technologies2021 of Safe-T Group Ltd., Inc. , a Nevada corporation an Israeli company (the “Company”), into shares of common stock ADSs (the “Common StockOrdinary Shares”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock Ordinary Shares and/or ADSs 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 Ordinary Shares and/or ADSs does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockADSs. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock ADSs __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock ADSs to be issued: Signature: Name: Address for Delivery of ADSs Certificates: Or DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 58% Convertible Note Debentures due on __________ ___March 4, 2017 2021 in the original aggregate principal amount of $____________ 400,000 are issued by Cool TechnologiesSafe-T Group Ltd., Inc., a Nevada corporationan Israeli company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Safe-T Group Ltd.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture due September 5% Convertible Note due ________ ___, 2017 issued by Cool technologies, Inc. 2026 of Lion Group Holding Ltd., a Nevada corporation Cayman Islands exempted company (the “Company”), into shares of common stock (the “Common Stock”), ADSs of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock ADSs 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 Ordinary Shares does not exceed the amounts specified under Section 4 of this NoteDebenture, 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 StockOrdinary Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note Debenture to be Converted: Payment of Interest in Common Stock ADSs __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock Ordinary Shares to be issued: Signature: Name: Address for Delivery of ADSs: Or DWAC Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note Debentures due on __________ ___September 5, 2017 2026 in the original aggregate principal amount of $____________ 2,500,000 are issued by Cool Technologies, Inc.Lion Group Holding Ltd., a Nevada corporationCayman Islands exempted company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Lion Group Holding LTD

NOTICE OF CONVERSION. To: The First National Bank of Chicago as Property Trustee of HSB Capital II The undersigned owner of these Capital Securities hereby elects irrevocably exercises the option to convert principal under these Capital Securities, or the 5% Convertible Note due ________ ___portion below designated, 2017 issued by Cool technologiesinto Common Stock of HSB GROUP, Inc. , a Nevada corporation INC. (the “Company”"HSB Common Stock") in accordance with the terms of the Trust Agreement (the "Trust Agreement"), into shares dated as of common stock (December 31, 1997, by Saul L. Basch, Roberta O'Brien and Robert C. Walker, as Admxxxxxxxxxxx Truxxxxx, Xxxxx Xxicago Xxxxxxxx Xxx., as Delaware Trustee, The First National Bank of Chicago, as Property Trustee, HSB Group, Inc., as Depositor, and by the “Common Stock”)Holders, from time to time, of individual beneficial interests in the Company according Trust to be issued pursuant to the conditions hereof, as Trust Agreement. Pursuant to the aforementioned exercise of the date written option to convert these Capital Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Capital Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Capital Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into HSB Common Stock (at the conversion rate specified in the terms of the Capital Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment 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 thereto. Any holder, upon 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 exercise 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 conversion rights in accordance with Section 13(d) the terms of the Exchange Act. The undersigned Trust Agreement and the Capital Securities, agrees to comply with be bound by the prospectus delivery requirements under the applicable securities laws in connection with any transfer terms of the aforesaid shares of Common Stock. Conversion calculations: Date Registration Rights Agreement relating to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in the HSB Common Stock __ yes __ noIf yes, $_____ issuable upon conversion of Interest Accrued on Account of Conversion at Issuethe Capital Securities. Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker NoDate: ______________ Account No: _____________________, ____ Schedule 1 CONVERSION SCHEDULE The 5% Convertible Note due on ________in whole __ in part ____ Number of Capital Securities to be converted: ------------------- If a name or names other than the undersigned, 2017 please indicate in the original principal amount spaces below the name or names in which the shares of $____________ HSB Common Stock are issued by Cool Technologiesto be issued, Inc.along with the address or addresses of such person or persons Signature (for conversion only) Please Print or Typewrite Name and Address, a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or for first entryIncluding Zip Code, Original Issue Date) Amount of Converted Principal Aggregate Principal Amount Remaining Subsequent to Conversion(or original Principal Amount) Applicable Conversion Price Company Attestand Social Security or Other Identifying Number Signature Guarantee:*

Appears in 1 contract

Samples: Trust Agreement (HSB Group Inc)

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Second Amended and Restated Senior Convertible Note due ________ ___Debenture of InterCloud Systems, 2017 issued by Cool technologies, Inc. Inc., a Nevada 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 this NoteDebenture, 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 Debenture to be Converted: Payment of Interest in Common Stock __ yes __ noIf yesAccrued and unpaid interest thereon: Make-Whole Amount, $_____ of Interest Accrued on Account of Conversion at Issue. if applicable: 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: _________________________ ANNEX B HOLDER REDEMPTION NOTICE The undersigned hereby exercises its right to require the Company to redeem the Second Amended and Restated Senior Secured Convertible Debenture due May 31, 2019 (the “Debenture”) of InterCloud Systems, Inc., a Delaware corporation (the “Company”), in accordance with Section 6(a) of the Debenture. 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: Principal Amount of Debenture to be Redeemed: Accrued and unpaid interest thereon: Make-Whole Amount, if applicable: Signature: Name: Wire Instructions: Schedule 1 CONVERSION SCHEDULE The 5% Second Amended and Restated Senior Convertible Note due on __________ ___, 2017 Debenture in the original aggregate principal amount of $____________ 7,500,000 are issued by Cool TechnologiesInterCloud Systems, Inc., a Nevada Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced NoteDebenture. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Intercloud Systems, Inc.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 58% Convertible Promissory Note due ________ ___January 31, 2017 issued by Cool technologies, 2018 of Premier Biomedical 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 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: Payment of Interest in Common Stock __ yes __ noIf no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: DWAC Delivery Instructions: Broker No: ______________ Account No: _________________________ Schedule 1 CONVERSION SCHEDULE The 5This 8% Convertible Promissory Note due on __________ ___January 31, 2017 2018 in the original principal amount of $____________ are 50,000 is issued by Cool Technologies, Inc., a Nevada corporation. Premier Biomedical Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion(or Conversion (or for first entry, Original Issue Date) Amount of Converted Principal Conversion Aggregate Principal Amount Remaining Subsequent to Conversion(or Conversion (or original Principal Amount) Applicable Conversion Price Company Attest

Appears in 1 contract

Samples: Securities Purchase Agreement (Premier Biomedical Inc)

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