Date of Conversion. Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------
Date of Conversion. 2. Shares To Be Delivered: _______________________ By:_______________________________ Name:_____________________________ Title:______________________________
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 SYNERGY BRANDS INC. dated June __, 2005 by delivery of Shares of Common Stock of SYNERGY BRANDS INC. on and subject to the conditions set forth in Article III of such Note.
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.
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. 2. Shares To Be Delivered: ----------------------- [HOLDER] By: --------------------------- Name: -------------------------
Date of Conversion. Conversion Price: _____________________________________________________ Shares To Be Delivered: _____________________________________________________ Signature: _____________________________________________________ Print Name: _____________________________________________________ Address: _____________________________________________________ Holder DWAC instructions _____________________________________________________
Date of Conversion. Applicable Conversion Price: -------------------------- Amount of Accrued and Unpaid Interest on the Principal Amount to be converted, if any: ---------------------------------------------- Amount of Conversion Default Payments to be Converted, if any: ----------------------------- Number of Shares of Common Stock to be Issued: --------------------------- Signature: ------------------------------------------- Name: ------------------------------------------------ Address: ---------------------------------------------
Date of Conversion. 2. Shares To Be Delivered: By: Name: Title: EXHIBIT B
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.
