Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X = Y(A – B) ÷ A where: X = the number of Warrant Shares to be issued to the Holder upon conversion of the Warrants; Y = the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants; A = the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and B = the exercise price which would otherwise be payable in cash for one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent. If the Exercise Price of the aggregate number of Warrants being converted exceeds the Market Price at the time of such conversion of the aggregate number of Warrant Shares issuable upon such conversion, then no Warrant Shares will be issuable via the Cashless Conversion. The Holder shall effect a Cashless Conversion by indicating on a duly executed Warrant Exercise Notice that the Holder wishes to effect a Cashless Conversion. Upon receipt of such election to effect a Cashless Conversion, the Warrant Agent will promptly request the Company to confirm the number of Warrant Shares issuable in connection with the Cashless Conversion. The Company shall calculate and transmit to the Warrant Agent in a written notice the number of Warrant Shares issuable in connection with any Cashless Conversion.
Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date. EXPIRATION DATE: September 4, 2044. EXHIBIT D AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC FEE SCHEDULE TO SERVE AS WARRANT AGENT FOR PHI GROUP, INC. A. FEES FOR SERVICES $5,000 Acceptance Fee $500 Monthly Administration Fee
Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the number of Warrant Shares issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X = (Y × (A – B)) ÷ A Where:
Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock as provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the close of business on the Expiration Date. EXPIRATION DATE: []. EXHIBIT E [To come.] #92433650v3
Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock as provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the close of business on the Expiration Date. EXPIRATION DATE: The date on which no Warrants remain outstanding. EXHIBIT E FORM OF XXXXX ACT ANTI-DILUTION WARRANT Attached. FORM OF FACE OF GLOBAL XXXXX ACT ANTI-DILUTION WARRANT CERTIFICATE This Global Warrant Certificate is deposited with or on behalf of The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 4(g) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(f) of the Warrant Agreement and as set forth below. UNLESS THIS GLOBAL WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. OR SUCH OTHER ENTITY, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR AS OTHERWISE PERMITTED IN THE WARRANT AGREEMENT, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT. NO AFFILIATE OF XXXXXXXX OFFSHORE SERVICES, INC. THAT OWNS THIS SECURITY (OR ANY INTEREST HEREIN) MAY SELL THIS SECURITY (OR ANY INTEREST HEREIN) IF UPON SUCH RESALE THIS SECURITY (OR SUCH INTEREST) WOULD CONSTITUTE A “RESTRICTED SECURITY” WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. No registration or transfer of the Demand Note issuable pursuant to the exercise or con...
Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company to reduce (but not below zero (0)) the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: N = P ÷ M where: N = the number of Warrant Shares to be subtracted from the aggregate number of Warrant Shares issuable upon conversion of such Warrants; P = the aggregate Exercise Price which would otherwise be payable in cash for all of the Warrant Shares for which such Warrants are being converted as set forth in Section 5(c)(i) above; and
Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date. EXPIRATION DATE: The Close of Business on April 22, 2047. Exhibit D Omitted pursuant to Item 601(a)(5) of Regulation S-K.
Cashless Conversion. With respect to of the Units or Common Shares covered by the Warrant, as the case may be, the undersigned hereby elects to convert the attached Warrant into ¨ at any time prior to the Exchange Time., 6-aits (“Units”) consisting of:
Cashless Conversion. On or after that date which is one (1) year following the date of funding, to the extent that such Series C Warrants have not been redeemed or exercised, the Warrant represented by this certificate (or any portion hereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Common Stock equal to (a) the product of (i) the number of shares then elected to be converted and issued under this Warrant and (ii) the excess, if any, of (A) the average closing Market Price Per Share for the 5 day period preceding the date of conversion (as determined pursuant to Section 15 below) with respect to the date of conversion over (B) the Exercise Price in effect on the business day next preceding the date of conversion, divided by (b) the average closing Market Price Per Share for the 5 day period preceding the date of conversion (as determined pursuant to Section 15 below).
Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date. EXPIRATION DATE: September 4, 2022. EXHIBIT D AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC FEE SCHEDULE TO SERVE AS WARRANT AGENT FOR PHI GROUP, INC. A. FEES FOR SERVICES Acceptance Fee Monthly Administration Fee B. SERVICES COVERED • Designating an operational team to establish Warrant Agent procedures and duties, including review of draft agreements, offer document, execution of legal agreement, project management, and on-going project updates and reporting • Establish Warrant Issues under Client’s on American Stock Transfer & Trust Company, LLC ‘s record keeping system • Coordinate Warrant transfer and conversion procedures with DTC • Process transfer and/or conversion requests by issuing certificates • Tracking and reporting the number of warrants issued, transferred, outstanding and exercised, as required • Processing Warrants received and converted • Deposit Warrant conversion checks and incoming wire transfers daily and forward all participant funds to Client • Providing receipt summation of checks and wire transfers received • Issuing and mailing stock certificates, DRS share statements and warrants • Affixing legends to appropriate stock certificates, where applicable • Replace lost, stolen or destroyed securities in accordance with UCC guidelines and American Stock Transfer & Trust Company, LLC policy (subject to shareholder-paid fee and bond premium) • Process and post address changes plus mail confirmations if required • Obtain W-9 and W8-BEN certifications • Comply with SEC mandated annual lost shareholder search • Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting • Produce daily transfer reports and post them for online viewing • ...
