What We Need From You. By executing and delivering this letter, you will hereby agree to automatically convert, upon closing of the Offering (the “Automatic Conversion”), the Note Obligation into shares of common stock of the Company at a conversion price equal to the price per share of common stock paid by the investors in the Offering (the “Conversion Price”). Upon the triggering of Automatic Conversion, the Company shall send you prompt written notice (the “Automatic Conversion Notice”) specifying the Conversion Price and date upon which such conversion was effective (the “Effective Date”). The Automatic Conversion Notice will also contain instructions on surrendering to the Company your original Note; provided, however, the Automatic Conversion shall be effective on the Effective Date whether or not you surrender the Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest in the event the Automatic Conversion occurs after June 30, 2017. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of common stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of six (6) months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before ninety (90) days from the date hereof). By signing below, this Letter Agreement shall serve as written confirmation that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before ninety (90) days from the date hereof, this...
What We Need From You. By executing and delivering this letter, you hereby agree:
What We Need From You. For Monthly Bookkeeping Services, you will be required to login to your bank thru QuickBooks Online. We WILL NOT have access to your money. We will NOT have a record of your password. This will only allow us to download the exact same information that we could see on the bank statements. The only way we can offer discounted prices is to automate our processes. Call if you have questions about this. Also, during initial set up, we will need to obtain items such as (if available) your existing QuickBooks data file (or similar software) and supporting documents such as check registers, bank statements, uncollected customer invoices, sales ledgers & receipts, purchase orders & unpaid vendor invoices (aka “bills”), and complete payroll information. Other items needed by us include ‘answers to our questions’ and ‘any other information’ that we may require to complete the work of this engagement. These items and any other items that we obtain from you will be based on information provided by you and will be used without any further verification or investigation on our part. See also the New Client Checklist included. On a monthly basis We must receive your bank statements as soon as possible with check images. If we cannot tell who the check is payable to, we will need to get that information. NOTE: Again online access to bank accounts, are a requirement for the discounted rates of this proposal. If manual data entry is required, it will be billed at our clerical hourly rate. This will be communicated to you in advanced of the work being done. Included in the monthly fee We will reconcile your bank and investment accounts (up to 5). Process your sales tax report and payment(s). Review your payroll reports from QBO or other payroll processor and make adjustments to the accounting records as needed. Review and deliver pdf’s of monthly financial statements to you by the 20th via email. We will be your business coach to help you achieve long term success by offering 1 hour per month (non-cumulative) of addition accounting work, consulting, or clerical service. Just call.
What We Need From You. 3.1 You understand that the Services we provide aim to reduce and help to manage your symptoms.
What We Need From You. By executing and delivering this letter, you will hereby agree to automatically convert upon the closing of the Company’s Offering (the “Conversion”), your Note Obligation into shares of the Company’s common stock at a $0.20 conversion price, for example, if your Note Obligation is equal to $100,000, you would receive 500,000 shares of Common Stock and an Incentive Warrant to purchase 250,000 shares of Common Stock at the exercise price of $0.30 per share. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:
What We Need From You. By executing and delivering this letter, you will hereby agree to automatically convert upon the closing of the Company’s Offering (the “Conversion”), your <<SeriesA>> shares of Series A Preferred Stock into <<CommonA>> shares of the Company’s common stock at a $0.164 per share conversion price (the “Conversion Price”). In addition, pursuant to the Conversion, you will receive <<Div Common>> shares of Common Stock as payment for accrued and unpaid dividends, from the date of inception of the Company through August 15, 2018 amounting to <<Dividends>>, owed pursuant to your ownership of the shares of Series A Preferred Stock and converted hereunder. You will also receive an Incentive Warrant to purchase <<Incentive Warrant>> shares of Common Stock at the exercise price of $0.30 per share. To effect the Conversion and issuance of the Incentive Warrant, the Company requests that you (i) complete and execute the enclosed Notice of Conversion (“Notice of Conversion”); (ii) send scanned copies of the executed Notice of Conversion to the Company; (iii) send to the Company, originally executed copies of the Notice of Conversion, together with your original Series A Preferred Stock certificate By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:
What We Need From You. 1. Within 7-10 Days, Please Fax Or Email The Following Documents To Us For Lease Attachment & Enforcement:
What We Need From You. By executing and delivering this letter, you agree to accept shares of the Company’s restricted common stock as described below in exchange for all Series [E][F] Preferred Shares that you own. As of April 13, 2021 our records indicate that you have the right to ________ shares of Common Stock based on your ownership of ________ shares of Series E Preferred Shares at the current conversion price of $1.6. You hereby agree by your signing of this Letter Agreement to automatically convert your ________ shares of Series E Preferred Stock into ________ restricted shares of Common Stock upon the occurrence of the closing of the Offering (the “Automatic Preferred Conversion”). Within ten (10) business days of the date of the closing of the Offering, the Company shall send you instructions on surrendering to the Company the certificate(s) representing you Series E Preferred Shares; provided, however, the Automatic Preferred Conversion shall be effective on the date of the closing of the Offering whether or not you surrender such certificates, which shall be null and void on such date. All shares being issued pursuant to this Letter Agreement are being issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:
What We Need From You. By executing and delivering this letter, you hereby agree: I Upon execution of this Letter Agreement, to automatically convert (the “Conversion”) the LOC Obligation ($4,750,000) into shares of Series AA Preferred at a conversion price equal to $2.50 per common share. The Series AA Preferred Certificate of Designation is attached hereto as Exhibit A. II Your LOC Warrants will be amended via an amendment in the form attached hereto as Exhibit B (the “Amended Warrant”) to reflect an adjustment in exercise price from $12.00 to $3.50 per share. III You will receive a new warrant to purchase such number of shares of Common Stock as equal 100% of the number of shares of Common Stock issuable upon conversion of the Series AA Preferred shares you receive as a result of the Conversion of your LOC Obligation, with a $3.50 exercise price, in the form attached hereto as Exhibit C. Upon the triggering of Conversion, the Company shall, within ten (10) business days, send you: (i) written notice specifying the number of shares of Series AA Preferred Stock to be issued to you, and the number of Warrants to be issued to you; (ii) a stock certificate for the Series AA Preferred Stock shares; (iii) the Amended Warrant; and (iv) the Warrants. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:
What We Need From You. The Company will automatically exchange your Warrants to purchase ________ shares of Common Stock into ________ shares of Common Stock (the “Exchange Shares”) upon the closing of the Offering (the “Automatic Warrant Conversion”). The Exchange Shares will be registered on the Company’s registration statement on Form S-1 (file no. 333-266769) and will be issued on the closing date of the Offering. The Exchange Shares will be subject to the terms of the Leak-Out Agreement that has been or will be provided to you. You hereby agree by your signing of this Letter Agreement to automatically exchange your Warrants to purchase ________ shares of Common Stock into ________ shares of Common Stock upon the closing of the Offering (the “Automatic Warrant Conversion”). The Automatic Warrant Conversion shall be effective on the date of the closing of the Offering, whether or not you surrender your original Warrants, which shall be null and void on such date.
