Date of Conversion. The date on which conversion occurs (the "Date of Conversion") shall be deemed to be the date set forth in such Notice of Conversion, provided (A) that the advance copy of the Notice of Conversion is faxed to the Corporation before 5:00 p.m., New York time, on the Date of Conversion, and (B) that the original Preferred Stock Certificates representing the Series C Preferred Stock to be converted, together with the originally executed Notice of Conversion, are surrendered by depositing such certificates and Notice with a common carrier, as provided above, and received by the Transfer Agent or the Corporation on or prior to the second (2nd) business day following the date set forth in the Notice of Conversion. In the event the Preferred Stock Certificates and the originally executed Notice of Conversion are not received on or prior to the second (2nd) business day after the date of the Notice of Conversion, the Notice of Conversion shall be deemed null and void and no conversion of Series C Preferred Stock shall be effected thereby. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated, as of the Date of Conversion, for all purposes as the record holder or holders of such shares of Common Stock on the Date of Conversion.
Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------
Date of Conversion. 2. Shares To Be Delivered: _______________________ By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT B CONVERSION NOTICE (To be executed by the Holder in order to convert all or part of a Monthly Amount into Common Stock) [Name and Address of Holder] Holder hereby converts $_________ of the Monthly Amount due on [specify applicable Repayment Date] under the Convertible Term Note issued by BIO-KEY INTERNATIONAL, INC. dated _______, 200__ by delivery of Shares of Common Stock of BIO-KEY INTERNATIONAL, INC. on and subject to the conditions set forth in Article III of such Note.
Date of Conversion. Applicable Conversion Price: --------------- Amount of Accrued and Unpaid Interest on the Original Issue Price to be converted, if any: ------------------------------------ Amount of Conversion Default Payments to be Converted, if any: ------------------- Number of Shares of Ordinary Shares to be Issued: -------------- Signature: --------------------------------- Name: --------------------------------------
Date of Conversion. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, into Common Stock as provided in and pursuant to Section 6(b) below, no later than the later of (A) the date of the Corporation’s receipt of Stockholder Approval or the date that is three months after the date of issuance of such share or (B) the date that is three months after the date of issuance of such share provided that Stockholder Approval has been received; provided, however, that in no event will such conversion take place if there are an insufficient number of authorized shares of Company Common Stock to effectuate such conversion. “Stockholder Approval” means the approval of the Corporation’s stockholders of an amendment to the Certificate of Incorporation (i) increasing the number of authorized shares of Common Stock so that there will be a sufficient number of authorized shares of Common Stock to satisfy the conversion rights of all holders of the shares of Series A Preferred Stock and any other holders of the Corporation’s Preferred Stock or Preference Stock having conversion rights, (ii) reducing the par value of Common Stock to $0.01 per share, and (iii) authorizing any amendments required by the TARP Capital Purchase Program or any similar governmental program.
Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated January ___, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty. Sections 2(b) and (e): The Company has agreed to issue 1,000,000 shares of --------------------- Class A common stock to a public relations firm in exchange for services to help the Company increase its exposure to the public and financial arenas. Further, the Company has entered into a Consulting Agreement with a group of consultants who will assist and consult with the Company regarding investment banking and communications with existing shareholders, brokers, dealers and other investment professionals. In return for their services, the Company has agreed to issue Class A common stock in an amount equal to 12% of the issued and outstanding common stock of the Company. The Company has agreed to issue and deliver such shares to the consultants at the earlier of 75 days following the Company's receipt of an amended Type Certificate from the Federal Aviation Administration for its Jetcruzer 500 or by October 2003. The consultants may, however, accelerate the...
Date of Conversion. Principal Amount of Notes to be converted: --------------------------------------------- Tax ID Number (If applicable): --------------------------------------------- Please confirm the following information: Conversion Price: --------------------------------------------- Number of shares of Company Common Stock to be issued: --------------------------------------------- Please issue the Company Common Stock into which the Notes are being converted and, if applicable, any check drawn on an account of the Borrower in the following name and to the following address: Issue to: -------------------------------------------- Address: --------------------------------------------
Date of Conversion. Number of Shares to be converted: Stock certificate no(s). of Shares to be converted: The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES ____ NO____ Please confirm the following information: Conversion Price: Number of shares of Common Stock to be issued: Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________ Please issue the Common Stock into which the Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: Facsimile Number: Authorization: By: Title: Dated: EXHIBIT II FORM OF EXERCISE NOTICE EXERCISE FORM AXM PHARMA, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of AXM Pharma, Inc. covered by the within Warrant. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM O...
Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ -------------------------------------------------------------------------------- SCHEDULE B DISCLOSURE SCHEDULE FOR ADVANCED AERODYNAMICS & STRUCTURES, INC. This Disclosure Schedule of Advanced Aerodynamics & Structures, Inc., a Delaware corporation (the "Company"), is delivered pursuant to Section 2 of that certain Subscription Agreement dated May ___, 2002 (the "Subscription Agreement") among the Company and certain subscribers as set forth in the signature pages of the Subscription Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement. This Disclosure Schedule is arranged in paragraphs corresponding to the lettered paragraphs contained in Section 2 of the Subscription Agreement; however, any information disclosed herein under any paragraph number shall be deemed to be disclosed and incorporated into any other paragraph number under the Subscription Agreement where such disclosure would be appropriate. The word "None" when used herein denotes that no exception is taken to the particular representation or warranty.
Date of Conversion. Conversion Price: ------------------------------------------------------------- Accrued Interest: ------------------------------------------------------------- Number of Shares of Common Stock to be Issued: -------------------------------- Name: ------------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Address: ---------------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.