Carole Salkind
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Nct Group
(PINK QUOTE:NCTI)
Sample Contracts with Carole Salkind
Contract (April 26th, 2007)
Exhibit 10.1(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on April 18, 2007 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 04/18/07 10/18/07 $1,200,000 Greater of: (i)$0.0020; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on April 4, 2007 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 04/04/07 10/04/07 $600,000 Greater of: (i) $0.002; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of Warrant (new financings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on April 4, 2007 Expiration Shares Grant Date Date Exercise Price Granted ---------- ---- -------------- ------- 04/04/07 04/04/12 Greater of: (i)$0.002; 5,200,000 or (ii) the par value of NCT Group, Inc. common stock on the date of exercise
Exhibit 10.2(b) Schedule of Warrant (new financings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on January 23, 2007 Expiration Shares Grant Date Date Exercise Price Granted ---------- ---- -------------- ------- 01/23/07 01/23/12 Greater of: (i)$0.0030; 25,000,000 or (ii) the par value of NCT Group, Inc. common stock on the date of exercise
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on January 23, 2007 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 01/23/07 07/23/07 $600,000 Greater of: (i) $0.0030; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on December 15, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 12/15/06 06/15/07 $600,000 Greater of: (i) $0.0029; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on November 15, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 11/15/06 05/15/07 $505,000 Greater of: (i) $0.0025; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on October 30, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 10/30/06 04/30/07 $505,000 Greater of:(i) $0.0035; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (new financings) Issued by NCT Group, Inc. to Carole Salkind on October 10, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 10/10/06 10/10/07 $550,000 Greater of:(i) $0.0022; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS. SECURED CONVERTIBLE NOTE (No. CTS-06-37) October 3, 2006 $33,360,800.45 FOR VALUE RECEIVED, NCT GROUP, INC., a Delaware corporation (hereinafter called the "Borrower") hereby promises
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS. SECURED CONVERTIBLE NOTE (No. CTS-06-36) October 3, 2006 $133,443,201.79 FOR VALUE RECEIVED, NCT GROUP, INC., a Delaware corporation (hereinafter called the "Borrower") hereby promises
Exhibit 10.1 THIS AGREEMENT AND THE CONVERTIBLE NOTES AND SHARES OF STOCK ISSUABLE PURSUANT HERETO (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND (3) MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO NCT GROUP, INC. THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, TRANSFER OR ASSIGNMENT MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS. CONVERTIBLE NOTE PURCHASE AGREEMENT Convertible Note Purchase Agreement, dated as of October 3, 2006, between NCT Group, Inc., a Delaware corporation with an office at 20 Ketchum St., Westport, CT 06880 ("Issuer"), and Carole Salkind, an individual with an address of 18911 Collins Avenue, Apt. 2403, Sunny Is
Exhibit 10.1(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on September 26, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 09/26/06 03/26/07 $8,000,000 Greater of: (i) $0.0025; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of 12% Secured Convertible Note (refinancings) Issued by NCT Group, Inc. to Carole Salkind on September 26, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 09/26/06 03/26/07 $1,450,000 Greater of: (i) $0.0025; or (ii) the par value of NCT Group, Inc. common stock on the date of exercise
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on September 22, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 09/22/06 Earlier of: $550,000 Greater of: (i) $0.0025; (i) demand; or (ii) the par value of or (ii) 03/22/07 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on August 16, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 08/16/06 Earlier of: $550,000 Greater of: (i) $0.0022; (i) demand; or (ii) the par value of or (ii) 02/16/07 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of Secured Convertible Notes (refinancings after October 31, 2005) issued by NCT Group, Inc. to Carole Salkind during the three months ended June 30, 2006 Conversion Issue Date Due Date Principal Price (a) ---------- -------- ------------ ---------- 04/07/06 10/07/06 $ 4,633,723 $0.0100 04/21/06 10/21/06 1,447,275 $0.0100 05/10/06 11/10/06 2,230,279 $0.0100 05/25/06 11/25/06 343,012 $0.0100 06/09/06 12/09/06 2,650,000 $0.0100 06/23/06 12/23/06 5,150,000 $0.0100 ---------------- $ 16,454,289 ======
Exhibit 10.3(b) Schedule of Warrants (new financings after October 31, 2005) issued by NCT Group, Inc. to Carole Salkind during the three months ended as of June 30, 2006 Shares Grant Date Expiration Date Exercise Price(a) Granted ---------- --------------- ----------------- ------------ 04/21/06 04/21/11 $0.0100 19,250,000 04/21/06 04/21/11 $0.0100 10,750,000 ------------- 30,000,000 ============= (a) Warrant exercise price will be the greater of: (i) the lower last sale price of NCT's common stock on the date of the warrant or date preceding; or (ii) the par v
Exhibit 10.4(b) Schedule of Warrants (refinancings after October 31, 2005) issued by NCT Group, Inc. to Carole Salkind during the three months ended June 30, 2006 Shares Grant Date Expiration Date Exercise Price(a) Granted ---------- --------------- ----------------- ------------ 04/07/06 04/04/11 $0.0100 76,500,000 04/21/06 04/21/11 $0.0100 24,000,000 05/10/06 05/10/11 $0.0100 36,750,000 05/25/06 05/25/11 $0.0100 5,750,000 ------------- 143,000,000 ============= (a) Warrant exercise price will be the greater of: (i) the low
Exhibit 10.1(b) Schedule of Secured Convertible Notes (demand) issued by NCT Group, Inc. to Carole Salkind during the three months ended June 30, 2006 Conversion Issue Date Due Date (a) Principal Price (b) ---------- ----------- ------------ ----------- 04/07/06 10/07/06 $ 750,000 $0.0100 04/21/06 10/21/06 550,000 $0.0100 05/10/06 11/10/06 550,000 $0.0100 05/25/06 11/25/06 550,000 $0.0100 06/09/06 12/09/06 550,000 $0.0100 06/23/06 12/23/06 550,000 $0.0100 ---------------- $ 3,500,000 ================
Exhibit 10.6(b) Schedule of Secured Convertible Notes (refinancings after October 31, 2005) to Carole Salkind during the three months ended June 30, 2006 Conversion Issue Date Due Date Principal Price (a) ---------- -------- ------------ --------- 04/07/06 10/07/06 $ 1,164,838 $0.0100 ---------------- $ 1,164,838 (a) Note conversion price will be the greater of: (i) the lower last sale price of NCT's common stock on the date of the note or the preceding date; or (ii) the par value of NCT's common stock on the date the conversion notice is delivered to NCT.
Exhibit 10.5(b) Schedule of 12% Secured Convertible Notes issued by NCT Group, Inc. to Carole Salkind during the three months ended June 30, 2006 Conversion Issue Date Due Date Principal Price (a) ---------- -------- ------------- --------- 04/21/06 10/21/06 $ 649,392 $ 0.0100 ------------- $ 649,392 ============= (a) Note conversion price will be the greater of: (i) the lowest last sale price of NCT's common stock during the five-day period comprised of the date of the note; the preceding date and three dates following; or (ii) the par value of NCT's common stock on the date the conversion notice is delivered to NCT.
Exhibit 10.2(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on July 31, 2006 and August 2, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 07/31/06 01/31/07 $800,000 Greater of: (i) $0.0019; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion 08/02/06 02/02/07 $800,000 Greater of: (i) $0.0019; or (ii) the par value of NCT Group, Inc.
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on July 31, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 07/31/06 Earlier of: $550,000 Greater of: (i) $0.0019; (i) demand; or (ii) the par value of or (ii) 01/31/07 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on June 23, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 06/23/06 12/23/06 $5,150,000 Greater of: (i) $0.0018; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on June 23, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 06/23/06 Earlier of: $550,000 Greater of: (i) $0.0018; (i) demand; or (ii) the par value of or (ii) 12/23/06 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on June 9, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 06/09/06 Earlier of: $550,000 Greater of: (i) $0.0018; (i) demand; or (ii) the par value of or (ii) 12/09/06 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on June 9, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 06/09/06 12/09/06 $2,650,000 Greater of: (i) $0.0019; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.2(b) Schedule of Secured Convertible Note (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on May 25, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 05/25/06 11/25/06 $343,012.25 Greater of: (i) $0.0020; or (ii) the par value of NCT Group, Inc. common stock on the date of conversion
Exhibit 10.1(b) Schedule of Secured Convertible Note (demand) Issued by NCT Group, Inc. to Carole Salkind on May 25, 2006 Issue Date Due Date Principal Conversion Price ---------- -------- --------- ---------------- 05/25/06 Earlier of: $550,000 Greater of: (i) $0.0020; (i) demand; or (ii) the par value of or (ii) 11/25/06 NCT Group, Inc. common stock on the date of conversion
Exhibit 10.3(b) Schedule of Warrant (refinancings after October 31, 2005) Issued by NCT Group, Inc. to Carole Salkind on May 25, 2006 Expiration Shares Grant Date Date Exercise Price Granted ---------- ---- -------------- ------- 05/25/06 05/25/11 Greater of: (i)$0.0020; 5,750,000 or (ii) the par value of NCT Group, Inc. common stock on the date of exercise
Exhibit 10.1(b) Schedule of Secured Convertible Notes (demand) issued by NCT Group, Inc. to Carole Salkind during the three months ended March 31, 2006 Conversion Issue Date Due Date (a) Principal Price (b) ---------- ------------ --------- ----------- 01/11/06 07/11/06 $ 375,000 $0.0100 01/24/06 07/24/06 375,000 $0.0100 02/13/06 08/13/06 375,000 $0.0100 02/27/06 08/27/06 850,000 $0.0100 03/10/06 09/10/06 550,000 $0.0100 03/24/06 09/24/06 550,000 $0.0100 --------------- $ 3,075,000