NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)
NOTICE OF CONVERSION. (To be Executed by the Registered owner in order to Convert the Debentures The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereofirrevocably elects, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________, 199_ to convert $__________ of Convertible Debentures into Common Stock of SWISSRAY INTERNATIONAL, INC.(the "Company") according to the conditions set forth in the Contingent Subscription Agreement dated _____________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number , 1999. Date of shares of Common Stock to be issued: ______________ Signature: Conversion_________________________________________ Name: Applicable Conversion Price_________________________________ Number of Shares Issuable upon this conversion______________ Signature___________________________________________________ Address for Delivery of Common Stock Certificates: __________ [Name] Address_____________________________________________________ ------------------------------------------------------------ Phone___________________________ Fax___________________________ DWAC Instructions: Exhibit E _______________, 1999 Purchasers of [Company] [Describe Securities] Re: [Company] Ladies and Gentlemen: We have acted as counsel to [Company], a corporation incorporated under the laws of the State of _________ (the "Company"), in connection with the proposed issuance and sale of convertible debentures (the "Securities") pursuant to the Distribution Agreement and the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the "Agreements"). In connection with rendering the opinions set forth herein, we have examined drafts of the Agreement, the Company's Certificate of Incorporation, and its Bylaws, as amended to date [other documents - describe], the proceedings of the Company's Board of Directors taken in connection with entering into the Agreements, and such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of __________, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the Company owns or leases properties, maintains employees or conducts business, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the Company, and has all requisite corporate power and authority to own its properties and conduct its business.
2. The authorized capital stock of the Company consists of _____ shares of Common Stock, ________ par value per share, ("Common Stock") and ______________ Broker No:_____Preferred Stock, par value $________ Account No: _______________ Warrant Shares: ● Issuance Date: ●per share; [describe classes if applicable]
3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, 2021 Warrant No: 2021-[A/B] Termination Date: June 10as amended and the Company has timely filed all the material required to be filed pursuant to Sections 13(a) or 15(d) of such Act for a period of at least twelve months preceding the date hereof;
4. When duly countersigned by the Company's transfer agent and registrar, 2026 THIS CLASS and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of the Agreements, the Securities [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, and any Common Stock to be issued upon the terms conversion of the Securities] as described in the Agreements represented thereby will be duly authorized and subject to the limitations on exercise validly issued, fully paid and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.nonassessable;
Appears in 2 contracts
Samples: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due October 20, 2022 2017 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 28,000,000 Initial Exercise Date: ●October 20, 2021 2015 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A_ THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address at: [REQUIRES COMPLETION]Tarpon Bay Partners LLC, email: [REQUIRES COMPLETION],90 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxx 00000 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 62,400,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 2 contracts
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc), Convertible Security Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. (To be Executed by the Registered Owner in order to Convert Debenture) TO: EAGLE BROADBAND INC. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereofirrevocably elects, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture , to be Converted: convert $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of its convertible debenture (the “Debenture”) into Common Stock of Eagle Broadband Inc. (the “Company”) according to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery the conditions set forth in the Debenture issued by the Company. Date of Common Stock Certificates: __________ _____Conversion________________________________________________ _____________Applicable Conversion Price________________________________________ DWAC Instructions: Number of Debentures Issuable upon this Conversion_______________________ Name(Print)_ Dutchess Private Equities Fund, LP_____ Xxxxxxx______________00 Xxxxxxxxxxxx Xxx, Xxxxxx, XX 02116_________ Phone_____000-000-0000_____________ Fax________000-000-0000___________ By:_______________________________________ Broker No:_____________ Account No: Holders of [Company] [Describe Securities] _______________ Warrant Shares_, 2006 Re: ● Issuance DateEagle Broadband Inc. Ladies and Gentlemen: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject As counsel to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware Eagle Broadband Inc. (the “Company”), up to _________ shares we are familiar with its Articles of Common Stock Incorporation and Bylaws and with the corporate proceedings taken by it in connection with the proposed issuance and sale of convertible debentures (as subject to adjustment hereunder, the “Warrant SharesSecurities”) pursuant to the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the “Agreements”). These Warrants are issued We have been furnished with copies, certified or otherwise identified to our satisfaction, of the Agreements, and have examined such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements’ terms. Based upon the subject to the terms and conditions appended hereto as Schedule “A”.foregoing, we are of the opinion that:
Appears in 2 contracts
Samples: Subscription Agreement (Eagle Broadband Inc), Subscription Agreement (Eagle Broadband Inc)
NOTICE OF CONVERSION. (To be Executed by the Registered owner in order to Convert the Debentures The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereofirrevocably elects, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________, 199_ to convert $__________ of Convertible Debentures into Common Stock of SWISSRAY INTERNATIONAL, INC.(the ?Company?) according to the conditions set forth in the Contingent Subscription Agreement dated _____________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number , 1999. Date of shares of Common Stock to be issued: ______________ Signature: Conversion_________________________________________ Name: Applicable Conversion Price_________________________________ Number of Shares Issuable upon this conversion______________ Signature___________________________________________________ Address for Delivery of Common Stock Certificates: __________ [Name] Address_____________________________________________________ ------------------------------------------------------------ Phone___________________________ Fax___________________________ DWAC Instructions: Exhibit E ________________________, 1999 Purchasers of [Company] [Describe Securities] Re: [Company] Ladies and Gentlemen: We have acted as counsel to [Company], a corporation incorporated under the laws of the State of _________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that?Company?), for value received [REQUIRES COMPLETION] in connection with the proposed issuance and sale of convertible debentures (the “Holder”?Securities?) pursuant to the Distribution Agreement and the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the ?Agreements?). In connection with rendering the opinions set forth herein, with an address at: we have examined drafts of the Agreement, the Company?s Certificate of Incorporation, and its Bylaws, as amended to date [REQUIRES COMPLETIONother documents - describe], emailthe proceedings of the Company?s Board of Directors taken in connection with entering into the Agreements, and such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: [REQUIRES COMPLETION],(i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or its assigns parties thereto other than the Company, and (iv) that each of the “Holder”) is entitledAgreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements? terms. Based upon the terms and subject to the limitations on exercise and foregoing, we are of the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.opinion that:
Appears in 2 contracts
Samples: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)
NOTICE OF CONVERSION. (To be Executed by the Registered owner in order to Convert the Debentures The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereofirrevocably elects, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: __________________, 199_ to convert $__________ Principal Amount of Debenture Convertible Debentures into Common Stock of SWISSRAY INTERNATIONAL, INC.(the "Company") according to be Converted: $the conditions set forth in the Subscription Agreement dated September __________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number , 1998. Date of shares of Common Stock to be issued: ______________ Signature: Conversion_________________________________________ Name: Applicable Conversion Price_________________________________ Number of Shares Issuable upon this conversion______________ Signature___________________________________________________ Address for Delivery of Common Stock Certificates: __________ [Name] Address_____________________________________________________ ------------------------------------------------------------ Phone___________________________ Fax___________________________ DWAC Instructions: Exhibit E _______________, 1998 Purchasers of [Company] [Describe Securities] Re: [Company] Ladies and Gentlemen: We have acted as counsel to [Company], a corporation incorporated under the laws of the State of _________ (the "Company"), in connection with the proposed issuance and sale of convertible debentures (the "Securities") pursuant to the Distribution Agreement and the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the "Agreements"). In connection with rendering the opinions set forth herein, we have examined drafts of the Agreement, the Company's Certificate of Incorporation, and its Bylaws, as amended to date [other documents - describe], the proceedings of the Company's Board of Directors taken in connection with entering into the Agreements, and such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of __________, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the Company owns or leases properties, maintains employees or conducts business, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the Company, and has all requisite corporate power and authority to own its properties and conduct its business.
2. The authorized capital stock of the Company consists of _______ shares of Common Stock, ________ par value per share, ("Common Stock") and ______________ Broker No:_____Preferred Stock, par value $________ Account No: _______________ Warrant Shares: ● Issuance Date: ●per share; [describe classes if applicable]
3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, 2021 Warrant No: 2021-[A/B] Termination Date: June 10as amended and the Company has timely filed all the material required to be filed pursuant to Sections 13(a) or 15(d) of such Act for a period of at least twelve months preceding the date hereof;
4. When duly countersigned by the Company's transfer agent and registrar, 2026 THIS CLASS and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of the Agreements, the Securities [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, and any Common Stock to be issued upon the terms conversion of the Securities] as described in the Agreements represented thereby will be duly authorized and subject to the limitations on exercise validly issued, fully paid and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.nonassessable;
Appears in 2 contracts
Samples: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal under and $_________ of the Convertible Debenture Due December 10interest due on the Note issued by Attitude Drinks Inc. on January ___, 2022 2009 into Shares of Western Magnesium Corporation, a Delaware corporation Common Stock of Attitude Drinks Inc. (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower ) according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: Conversion Price:______________________________________________________________________ Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc. ___________________________________________ Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name:__________________________________________________________________________ Address:_____________________________________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:. 2009-A-001 Issue Date: January _____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 100000 XXXXXXXX DRINKS INC., 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a corporation organized under the laws of the State of Delaware (the “WarrantCompany”) ), hereby certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) ), is entitled, upon the terms and subject to the limitations on exercise and terms set forth below, to purchase from the conditions hereinafter set forth, Company at any time on or after the date hereof Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Initial Exercise Expiration Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ fully paid and nonassessable shares of Common Stock (at a per share purchase price of $0.05. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment hereunderas provided herein. The Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Warrant SharesSubscription Agreement”), dated as of January ___, 2009, entered into by the Company and the Holder. These Warrants are issued subject to As used herein the terms and conditions appended hereto as Schedule “A”.following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 2 contracts
Samples: Subscription Agreement (Attitude Drinks Inc.), Subscription Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture Due December 10, 2022 due ________202[5] of Western Magnesium CorporationProgressive Care Inc., a Delaware corporation (the “Company”), into shares of common stock Common Shares (the “Common StockShares”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock Shares does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable laws in connection with any transfer of the aforesaid shares of Common StockShares. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Shares __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of Common Shares to be issued: Signature: Name: Address for Delivery of Common Shares Certificates: DWAC Instructions: Broker No: Account No: The Original Issue Discount Convertible Debentures due on _________________ 202[5] in the aggregate principal amount of $____________ Principal Amount are issued by Progressive Care Inc., a Delaware company. This Conversion Schedule reflects conversions made under Section 4 of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT the above referenced Debenture. This Registration Rights Agreement (the this “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “HolderAgreement”) is entitledmade and entered into as of November 16, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth2022, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10between Progressive Care, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONInc., a Delaware corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock and NextPlat Corp (as subject to adjustment hereunder, the “Warrant SharesPurchaser”). These Warrants are issued subject This Agreement is made pursuant to the terms Securities Purchase Agreement, dated as of the date hereof, between the Company and conditions appended hereto Purchaser (the “Purchase Agreement”). The Company and Purchaser hereby agree as Schedule “A”.follows:
Appears in 2 contracts
Samples: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (NextPlat Corp)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due October 14, 2022 2017 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 62,400,000 Initial Exercise Date: ●October 14, 2021 2015 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A_ THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 400 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 62,400,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 2 contracts
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc), Convertible Security Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal under and $_________ of the Convertible Debenture Due December 10interest due on the Note issued by Attitude Drinks Inc. on March ___, 2022 2009 into Shares of Western Magnesium Corporation, a Delaware corporation Common Stock of Attitude Drinks Inc. (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower ) according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Conversion Price:______________________________________________________________________ Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc. ___________________________________________ Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name: ___________________________________________________________________________ Address for Delivery of Common Stock CertificatesAddress: __________ ____________________________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject Right to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to Purchase _________ shares of Common Stock of Attitude Drinks Inc. (as subject to adjustment hereunderas provided herein) No. 2009-A-001 Issue Date: March ___, 2009 ATTITUDE DRINKS INC., a corporation organized under the laws of the State of Delaware (the “Warrant SharesCompany”). These Warrants are issued , hereby certifies that, for value received, , or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to ________ fully paid and conditions appended hereto nonassessable shares of Common Stock at a per share purchase price of $0.05. The aforedescribed purchase price per share, as Schedule adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “ASubscription Agreement”.), dated as of March ___, 2009, entered into by the Company and the Holder. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 2 contracts
Samples: Subscription Agreement (Attitude Drinks Inc.), Subscription Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. (To be Executed by the Registered owner in order to Convert the Debentures The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereofirrevocably elects, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________, 199_ to convert $__________ of Convertible Debentures into Common Stock of SWISSRAY INTERNATIONAL, INC.(the "Company") according to the conditions set forth in the Contingent Subscription Agreement dated _____________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number , 1999. Date of shares of Common Stock to be issued: ______________ Signature: Conversion_________________________________________ Name: Applicable Conversion Price_________________________________ Number of Shares Issuable upon this conversion______________ Signature___________________________________________________ Address for Delivery of Common Stock Certificates: __________ [Name] Address_____________________________________________________ ------------------------------------------------------------ Phone___________________________ Fax___________________________ DWAC Instructions: Exhibit E _______________, 1999 Purchasers of [Company] [Describe Securities] Re: [Company] Ladies and Gentlemen: We have acted as counsel to [Company], a corporation incorporated under the laws of the State of _________ (the "Company"), in connection with the proposed issuance and sale of convertible debentures (the "Securities") pursuant to the Distribution Agreement and the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the "Agreements"). In connection with rendering the opinions set forth herein, we have examined drafts of the Agreement, the Company's Certificate of Incorporation, and its Bylaws, as amended to date [other documents - describe], the proceedings of the Company's Board of Directors taken in connection with entering into the Agreements, and such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of __________, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the Company owns or leases properties, maintains employees or conducts business, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the Company, and has all requisite corporate power and authority to own its properties and conduct its business.
2. The authorized capital stock of the Company consists of _______ shares of Common Stock, ________ par value per share, ("Common Stock") and ______________ Broker No:_____Preferred Stock, par value $________ Account No: _______________ Warrant Shares: ● Issuance Date: ●per share; [describe classes if applicable]
3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, 2021 Warrant No: 2021-[A/B] Termination Date: June 10as amended and the Company has timely filed all the material required to be filed pursuant to Sections 13(a) or 15(d) of such Act for a period of at least twelve months preceding the date hereof;
4. When duly countersigned by the Company's transfer agent and registrar, 2026 THIS CLASS and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of the Agreements, the Securities [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, and any Common Stock to be issued upon the terms conversion of the Securities] as described in the Agreements represented thereby will be duly authorized and subject to the limitations on exercise validly issued, fully paid and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.nonassessable;
Appears in 2 contracts
Samples: Securities Offering Agreement (Swissray International Inc), Securities Purchase Agreement (Swissray International Inc)
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal under and $_________ of the Convertible Debenture Due interest due on the Note issued by Attitude Drinks Inc. on December 1018, 2022 2008 into Shares of Western Magnesium Corporation, a Delaware corporation Common Stock of Attitude Drinks Inc. (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower ) according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery Conversion Price:______________________________________________________________________ Number of Shares of Common Stock CertificatesBeneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc. Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name:___________________________________________________________________________ Address: __________ __________________________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker Right to Purchase shares of Common Stock of Attitude Drinks Inc. (subject to adjustment as provided herein) No:_____________ Account No: _______________ Warrant Shares: ● Issuance . Issue Date: ●December 18, 2021 Warrant No: 2021-[A/B] Termination Date: June 102000 XXXXXXXX DRINKS INC., 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a corporation organized under the laws of the State of Delaware (the “WarrantCompany”) ), hereby certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) ), is entitled, upon the terms and subject to the limitations on exercise and terms set forth below, to purchase from the conditions hereinafter set forth, Company at any time on or after the date hereof Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Initial Exercise Expiration Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ fully paid and nonassessable shares of Common Stock (at a per share purchase price of $0.50. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment hereunderas provided herein. The Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Warrant SharesSubscription Agreement”), dated as of September 29, 2008, entered into by the Company and the Holder. These Warrants are issued subject to As used herein the terms and conditions appended hereto as Schedule “A”.following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 2 contracts
Samples: Note and Warrant Agreement (Attitude Drinks Inc.), Note and Warrant Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due November 8, 2022 2016 of Western Magnesium CorporationAccelerated Pharma, Inc., a Delaware corporation (the “Company”), ) into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, ; except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $____________$ _______________ Number of shares of Common Stock to be issued: ______________ Signature: ___________________________________________ Name: ______________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: ___________________________________ Broker No:: _______________ Account No: _______________ Warrant Shares: ● Issuance Date: ●NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 2021 Warrant No: 2021-[A/B] Termination Date: June 10AS AMENDED (THE “SECURITIES ACT”), 2026 AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, ‘ME REGISTRATION REQUIREMENTS OF THE SECURITIES ACT .AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SI MU, BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS CLASS [A/B] SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACE OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received received, [REQUIRES COMPLETION] ______], or its registered assigns (the “Holder”), with an address at: [REQUIRES COMPLETION]10 Xxxxxxx Xxxx, email: [REQUIRES COMPLETION],Xxxxxxxx, or its assigns (the “Holder”) Xxx York 11559, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof hereof- (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONACCELERATED PHARMA, INC., a Delaware corporation incorporated under the laws of Delaware (the “Company”), up to [_________ ] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject ) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved co, the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the terms and conditions appended hereto extent that the Company has reserved such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as Schedule “A”defined in Section 2(b), as same may be adjusted as described herein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due April 25, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 80,000,000 Initial Exercise Date: ●April 25, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 ________________ THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, EMA Financial LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ Eighty Million shares of Common Stock (80,000,000) (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Second Amended and Restated 10% Senior Secured Convertible Debenture Due December 10due April 21, 2022 2021 of Western Magnesium CorporationEMI Holding, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower Stock according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________Principal Amount of Debenture to be Converted: Number of shares of Common Stock to be issued: Address for Delivery of Common Stock Certificates: DWAC Instructions: Broker No:______________ Principal Amount Account No:_____________ The Second Amended and Restated 10% Senior Secured Convertible Debentures due April 21, 2021 in the aggregate principal amount of Debenture to be Converted: $__________________ Applicable are issued by EMI Holding, Inc., a Delaware corporation. This Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number Schedule reflects conversions made under Section 4 of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ the above referenced Debenture. EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: ● Issuance Initial Exercise Date: ●April 22, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 2019 WO-419-__ -A THIS CLASS [A/B] SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business 5:00 p.m. (New York City time) on June 10September 14, 2026 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONEmmaus Life Sciences, Inc. (formerly known as “MYnd Analytics, Inc”), a Delaware corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Securities Amendment Agreement (Emmaus Life Sciences, Inc.)
NOTICE OF CONVERSION. The undersigned Holder hereby elects to convert require conversion of principal under of and/or interest accrued on the 0% Unsecured Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), "Debenture") into shares of common stock ("Shares") of the “Common Stock”), of Borrower Company according to the terms and conditions hereof, as of the date written belowDebenture. If shares of Common Stock are to be issued Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the name Debenture. Date of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ___:_________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $____:_____________________ Applicable Conversion Price for Accrued Interest: $Amount of Interest to be Converted:______________________________ Number of shares Shares of Common Stock to be issued: Issued:_____________________ Signature: __________Name of Holder:_______________________________ NameAddress: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ ______________________________________ Signature: ________________ DWAC InstructionsName: Title: This is to certify that, for value received, _____ (the "Holder") is entitled to purchase from VIRAL GENETICS, INC., a Delaware corporation (the "Company"), on the terms and conditions hereinafter set forth, all or any part of_____shares ("Warrant Shares") of the Company's common stock, par value $0.0001 (the "Common Stock"), at the purchase price of _________________________________ Broker No:_____________ Account No: _______________ per share Warrant Shares: ● Issuance Date: ●Shares ("Warrant Price"). Upon exercise of this warrant in whole or in part, 2021 a certificate for the Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms Shares so purchased shall be issued and subject delivered to the limitations on exercise and Holder. If less than the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONtotal warrant is exercised, a corporation incorporated under new warrant of similar tenor shall be issued for the laws unexercised portion of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunderthis warrant. By acceptance hereof, the “Warrant Shares”). These Warrants are issued subject Holder agrees to be bound by the terms and conditions appended hereto as Schedule “A”.of this warrant. This warrant is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. (To be Executed by the Registered Holder in order to Convert the 7% Preferred Stock) The undersigned hereby irrevocably elects to convert principal under the Convertible Debenture Due December 10, 2022 ________ shares of Western Magnesium Corporation, a Delaware corporation (the “Company”), COES Preferred Stock represented by above Certificate No. ___ into shares of common stock of COMMODORE APPLIED TECHNOLOGIES, INC. (the “Common Stock”), of Borrower "Subsidiary") according to the conditions hereof, as of the date written below. If The undersigned represents and warrants that: All offers and sales by the undersigned of the shares of Common Stock are issuable to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will upon conversion of the COES Preferred Shares shall be charged made pursuant to an exemption from registration under the holder for any conversionAct, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants or pursuant to Borrower that its ownership registration of the Common Stock does not exceed under the amounts specified under Section 4 Securities Act of this Debenture1933, as determined in accordance with Section 13(d) amended. -------------------------------- --------------------------- Date of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ -------------------------------- --------------------------- Number of shares Shares of Common Stock to be issued$ Amount of Conversion upon Conversion -------------------------------- --------------------------- Signature Name Address: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesShares to: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, 2021 Warrant No: 2021-[A/B] Termination Date: June 10AS AMENDED (THE "SECURITIES ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 7% PREFERRED STOCK SECURITIES PURCHASE AGREEMENT COMMODORE ENVIRONMENTAL SERVICES, 2026 INC. AND COMMODORE APPLIED TECHNOLOGIES, INC. THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT AGREEMENT is made as of the 20th day of May, 1997, by and between COMMODORE ENVIRONMENTAL SERVICES, INC., traded on the "Pinksheets" under the symbol "COES" (the “Warrant”) certifies that"Parent Company"), for value received [REQUIRES COMPLETION] a corporation, with its principal office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, COMMODORE APPLIED TECHNOLOGIES INC., AMEX symbol "CXI" (the “Holder”"Subsidiary Company"), a corporation, with its principal office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and XXXXXX PARTNERS (the "Purchaser"), with an address at: [REQUIRES COMPLETION]its principal office at 000 Xxxxx Xxxxxx, email: [REQUIRES COMPLETION],Greenwich, or its assigns (CT 06830. IN CONSIDERATION of the “Holder”) is entitledmutual covenants contained in this Agreement, upon the terms and subject to the limitations on exercise Parent Company, Subsidiary Company and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (Purchaser agree as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.follows:
Appears in 1 contract
Samples: Securities Purchase Agreement (Commodore Environmental Services Inc /De/)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due May 26, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 20,000,000 Initial Exercise Date: ●May 26, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A052616 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 400 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 240,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $__________ principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium CorporationWaveRider Communications Inc., a Delaware Nevada corporation (the “"Company”"), due on November 12, 2007, into shares of common stock stock, par value $0.001 per share (the “"Common Stock”"), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Debenture. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Holder Holder is exercising Conditional Redemption Right ________(yes/no) Conditional Redemption Price (in accordance with current Company Election): $ ________ And/or Conversion calculationsShares to be issued: Date ________ at a conversion price of: $ ________ Conversion Date: ________ The Shares are to Effect Conversion: be issued in the name of _______________________., and stock certificates representing such Shares are to be delivered to: in accordance with the Transfer Agent Instructions, dated April _____ Principal Amount of Debenture , 2004, delivered by the Company to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Corporate Stock to be issued: ______________ Transfer Inc. Holder Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ Company The Company confirms acceptance of this Notice of Conversion (To be faxed to _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (within 1 Trading Day of receipt by the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”Company), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Convertible Security Agreement (Waverider Communications Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due January 26, 2022 2018 of Western Magnesium CorporationXxxxxxxx Xxxxxxx and Xxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 274,996,000 Initial Exercise Date: ●January 26, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A012616 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Xxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 000 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONXXXXXXXX XXXXXXX AND XXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 274,996,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due Note due December 107, 2022 2017 of Western Magnesium CorporationHarrisox Xxxxxxx xxx Xxtermax, Xxx., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE CLASS A WARRANT HARRISOX XXXXXXX XXX XXTERMAX XXX. Warrant Shares: ● Issuance 20,000,000 Initial Exercise Date: ●December 7, 2021 2015 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A13 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Grovx Xxxxxx, Xxxxxxxxxx XX 00000 Xxx: (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, 203) 431– 8301 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHARRISOX XXXXXXX XXX XXTERMAX XXX., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 20,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 (To Be Signed Only Upon Conversion of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: TO ___________________________: The undersigned, the holder of the foregoing Debenture, hereby surrenders such Debenture for conversion into shares of ________ Principal Amount [Preferred Stock] or [Common Stock] of Debenture Biosite Diagnostics Incorporated to be Converted: the extent of $__________________ Applicable Conversion Price: unpaid principal amount of, and $__________________ Interest Amount to of accrued but unpaid interest on, such Debenture, and requests that the certificates for such shares be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: ______issued in the name of, and delivered to,___________________________________ Name: _, whose address is ___________________________________________ Address for Delivery of Common Stock Certificates: __________ ______________________________________. Dated:_______________ _____________________________________________________ DWAC Instructions: _(Signature must conform in all respects to name of holder as specified on the face of the Debenture) ________________________________ Broker No:(Address) THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE DEBENTURE OR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND SUBSTANCE TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. BIOSITE DIAGNOSTICS INCORPORATED CONVERTIBLE DEBENTURE San Diego, California $500,000 ____________, 199_ Account No: _______________ Warrant Shares: ● Issuance Date: ●BIOSITE DIAGNOSTICS INCORPORATED, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a Delaware corporation (the “Warrant”) certifies that"Company"), for the principal office of which is located at 11030 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx, xxr value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],hereby promises to pay to SANDOZ PHARMA LTD., or its assigns (registered assigns, the “Holder”) is entitledsum of $500,000, upon or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and subject to conditions set forth hereinafter. The principal hereof and any unpaid accrued interest hereon, as set forth below, shall be due and payable on the limitations on exercise and the conditions hereinafter set forth, at any time on or after fifth anniversary of the date hereof (the “Initial Exercise "Maturity Date”") unless the Debenture shall be earlier redeemed or converted in accordance with its terms. The following is a statement of the rights of the Holder of this Debenture and on or prior the conditions to which this Debenture is subject, and to which the close Holder hereof, by the acceptance of business on June 10this Debenture, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.agrees:
Appears in 1 contract
Samples: Debenture Purchase Agreement (Biosite Diagnostics Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Debenture Due December 10Note due ________ ___, 2022 of Western Magnesium Corporation2017 issued by Cool technologies, Inc. , a Delaware Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: Payment of Interest in Common Stock __ yes __ no If yes, $__________________ of Interest Amount to be Converted: $_________________________ Applicable Accrued on Account of Conversion Price for Accrued Interest: $___________________________ at Issue. Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ DWAC Instructions:________________________ Broker No: _______________________________ _____________________________________________________ DWAC InstructionsAccount No: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Convertible Security Agreement (Cool Technologies, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert the principal under amount of the Senior Secured Convertible Debenture Due December 10Note issued by ONTRAK, 2022 of Western Magnesium Corporation, a Delaware corporation INC. (the “Company”)) with the issuance date shown below, plus the accrued and unpaid interest thereon as shown below, into shares of the Company’s common stock (the “Common Stock”), of Borrower according in accordance with and pursuant to the conditions hereof, as terms of the date written belowsaid Senior Secured Convertible Note. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture amount to be Convertedconverted: $__________________ Applicable Conversion Price: $__________________ Interest Amount $ Payment of interest in common stock ¨ Yes ¨ No If yes, dollar amount of interest to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ converted. $ Number of shares of Common Stock common stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for $
1. EXERCISE OF WARRANT 1
1.1 Manner of Exercise; Payment 1
1.2 Trading Exchange Limitation 2 1.3 When Exercise Effective 2 1.4 Cashless Exercise 2 1.5 Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Certificates and New Warrant Shares: ● Issuance Date: ●3 1.6 Transfers 3
2. CERTAIN ADJUSTMENTS 3
2.1 Adjustment to Exercise Price and Warrant Shares Upon Dividend, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, Subdivision or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares Combination of Common Stock (as subject to adjustment hereunderShares 3 2.2 Dividends and Distributions 4 2.3 Second Amendment Exercise Price Reductions 4 3. CONSOLIDATION, MERGER, ETC. 4
3.1 Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. 4 3.2 Assumption of Obligations 5 4. OTHER DILUTIVE EVENTS 5 5. NO DILUTION OR IMPAIRMENT 5 6. NOTICES OF CORPORATE ACTION 5
7. REGISTRATION RIGHTS 6 7.1 Generally 6 7.2 Registration Rights 6 7.3 Expenses 7 7.4 Reserved 7 7.5 Obligations of the “Warrant Shares”)Company 7 7.6 Obligations of the Holder 9 7.7 Indemnification 9 8. These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.RESERVED 11 9. AVAILABILITY OF INFORMATION 11
Appears in 1 contract
Samples: Master Note Purchase Agreement (Acuitas Group Holdings, LLC)
NOTICE OF CONVERSION. The undersigned hereby elects to convert the amount specified below of principal and default interest accrued thereon under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation Promissory Note Number _____ (the “CompanyNote”) of HEALTHTECH ONCOLOGY, INC. (the “Issuer”), into shares of common stock (Common Stock of the “Common Stock”), of Borrower Issuer according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Issuer in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By Capitalized terms used but not defined herein shall have the delivery of this Notice of Conversion meaning ascribed to such term in the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common StockNote. Conversion calculations: Date to Effect ConversionPrice: ___________________________ Conversion Date: ___________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued InterestDefault Interest to be Converted: $___________________________ Number of shares of Common Stock to be issued: ___________________________ SignatureCash to be paid to Holder: ___________________________ Signature: ___________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates, if any: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●$1,000,000 (“First Disbursement”) At Closing of the Merger Agreement $1,000,000 (“Second Disbursement”) Two Weeks From Closing of the Merger Agreement $1,000,000 (“Third Disbursement”) May 31, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT $1,000,000 (the “WarrantFourth Disbursement”) certifies thatJune 30, for value received [REQUIRES COMPLETION] 2021 $1,000,000 (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “HolderFifth Disbursement”) is entitledJuly 31, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof 2021 $1,000,000 (the “Initial Exercise DateSixth Disbursement”) and on or prior to the close of business on June 10August, 2026 31, 2021 $1,000,000 (the “Termination DateSeventh Disbursement”) but not thereafterSeptember 30, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION2021 $1,000,000 (“Eighth Disbursement”) October 31, a corporation incorporated under the laws of Delaware 2021 $1,000,000 (the “CompanyNinth Disbursement”)) November 30, up to _________ shares of Common Stock 2021 $1,000,000 (as subject to adjustment hereunder“Tenth Disbursement”) December 31, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.2021
Appears in 1 contract
NOTICE OF CONVERSION. (To be Executed by the Registered Holder in order to Convert the 8% Series H Convertible Secured Debenture) The undersigned hereby elects to convert principal under on the aforementioned date that portion of 8% Series H Convertible Secured Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), No. ______ as detailed below into shares of common stock Common Stock, $0.001 par value per share (the “Common Stock”)) of Sibling Entertainment Group, of Borrower Inc. (the “Company”) according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: _of Notice:___________________________ Principal Amount Date of Debenture to be ConvertedConversion: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued InterestPrincipal Amount of Convertible Debentures to be converted: $___________________________ Number of shares of Common Stock to be issued: _____________________ SignatureNumber of Series H-2 Warrants to be issued: _____________________ Number of Series H-3 Warrants to be issued: _____________________ Applicable Conversion Rate Fifty Cents ($0.50) per share. _________________________________________ Signature Name: Address: Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 21 of 56 June 28, 2006 EXHIBIT CD-2 TO THE CONVERTIBLE DEBENTURE SERIES H-2 Warrant No. ___________ Dated: ___________________________ Sibling Entertainment Group, Inc., a company organized and existing under the laws of the State of New York (the “Company”), hereby certifies that, for value received, [__________________ Address ], or its registered assigns (the “Warrant Holder”), is entitled, for Delivery every one SERIES H-2 Stock Purchase Warrant owned, subject to the terms set forth below, to purchase from the Company one (1) share of the Company’s common stock, $0.001 par value (the “Common Stock Certificates: __________ Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.75 per share (as adjusted from time to time as provided in Section 5 (the “Exercise Price”). This Warrant certificate represents [__________________] SERIES H-2 Stock Purchase Warrants (collectively, the “Warrants”). This Warrant is issued pursuant to a Subscription Agreement dated ___________, 2006 for reference purposes between the Company and the original holder of this Warrant. The Warrants may be exercised at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Eastern Standard Time on ________________________________, 20___ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance 1(the “Expiration Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the following terms and conditions appended hereto as Schedule “A”.conditions:
Appears in 1 contract
Samples: Subscription Agreement (Sibling Entertainment Group, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Secured Subordinated Convertible Debenture Due December 10Promissory Note, due February 11, 2022 of Western Magnesium CorporationBergio International, Inc.., a Delaware Wyoming corporation (the “Company”), into shares of common stock stock, $0.00001 par value per share (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock _____ yes ______________ no If yes, $___________ Principal Amount of Debenture to be Converted: $__________________ Applicable Interest Accrued on Account of Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ at Issue. Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: _______________________________ Delivery Instructions: ___________________ Address for Delivery EXECUTION COPY The Company hereby (a) acknowledges this Notice of Conversion, (b) certifies that the above indicated number of shares of Common Stock Certificates: [are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary Rule 144 representation letter) or (ii) an effective and available registration statement covering such shares of Common Stock and (c) hereby directs Empire Stock Transfer, Xxx.xx issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated February 11, 2021 from the Company and acknowledged and agreed to by Empire Stock Transfer, Inc. EXECUTION COPY This Conversion Schedule is part of, and reflects conversions made under Section 4 of, the 10% Secured Subordinated Convertible Promissory Note, due on February 11, 2022, in the original principal amount of $1,512,500.00 issued by Bergio International, Inc., a Wyoming corporation. Dated:_____________________ EXECUTION COPY Subject to compliance with Section 6(a) of the Convertible Secured Subordinated Promissory Note dated February 11, 2021, and subject to the Holder’s right under Section 6(c) to convert all or any portion of the Note, including outstanding principal, accrued interest and penalties, as applicable, for Seventy-Two (72) Hours following receipt of the Company’s Optional Redemption Notice, the Company may redeem any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with the following formulae: if the Company exercises its right to redeem the Note, the Company shall make payment to the Holder of (i) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 110%, if such voluntary redemption occurs on or before April 11, 20211, (ii) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 115%, if such voluntary prepayment occurs after April 11, 2021 and before May 11, 20212, (iii) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 120%, if such voluntary prepayment occurs after May 11, 2021 and before June 10, 20213, (iv) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 125%, if such voluntary prepayment occurs after June 10, 2021 and before July 10, 20214, (v) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 130%, if such voluntary prepayment occurs after July 10, 2021 and before August 10, 20215, and (vi) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 135%, if such voluntary prepayment occurs after August 10, 20216 and before the Maturity Date. The above Optional Redemption Amount applies only to the Convertible Secured Subordinated Promissory Note dated February 11, 2021, and the Warrant dated February 11, 2021 is not redeemable by the Company. _____________________________________________________________________ _____________________________________________________ DWAC Instructions1 NTD: _________________________________ Broker No:_____________ Account Nowithin 60 days after the Original Issue Date. 2 NTD: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (between the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise 61st day and the conditions hereinafter set forth, at any time on or 90th day after the date hereof (Original Issue Date. 3 NTD: between the “Initial Exercise 91st day and the 120th day after the Original Issue Date”) . 4 NTD: between the 121st day and on or prior to the close of business on June 10, 2026 (150th day after the “Termination Original Issue Date”) but not thereafter, to subscribe for . 5 NTD: between the 151st day and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (180th day after the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”Original Issue Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bergio International, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due May 9, 2022 2018, 2017 of Western Magnesium CorporationXxxxxxxx Xxxxxxx and Xxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 80,000,000 Initial Exercise Date: ●May 9, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 S050916 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] received, SOUTHRIDGE PARTNERS II LP, Executive Pavilion, 00 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, 203) 431– 8301 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONXXXXXXXX XXXXXXX AND XXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 80,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due November 13, 2022 2017 of Western Magnesium CorporationHarrxxxx Xxxxxxx xxx Watexxxx, Xxc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE CLASS A WARRANT HARRXXXX XXXXXXX XXX WATEXXXX XXX. Warrant Shares: ● Issuance 82,000,000 Initial Exercise Date: ●January 26, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 2016-1 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Gxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Xxx: (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, 203) 431– 8301 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHARRXXXX XXXXXXX XXX WATEXXXX XXX., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 82,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due Note due December 107, 2022 2017 of Western Magnesium CorporationHarrison Xxxxxxx xxx Xxxerman, Xxx., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE CLASS A WARRANT HARRISON XXXXXXX XXX XXXERMAN XXX. Warrant Shares: ● Issuance 60,000,000 Initial Exercise Date: ●December 7, 2021 2015 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A12 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lettstraxxx 00, 0000 Xxxxx, Xxxxxxpality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its + 423 232 00 00 xx xxx assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHARRISON XXXXXXX XXX XXXERMAN XXX., a x Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 60,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due April 1, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 240,000,000 Initial Exercise Date: ●April 1, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A040116 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 400 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 240,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: $_________________principal amount of the Note (defined below) together with $________________ Principal Amount of Debenture to be Converted: accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of SinglePoint, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the 15% original issue discount convertible note of the Borrower dated as of April 21, 2022 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Name: Address: Date of Conversion: _____________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares Shares of Common Stock to be issuedIssued Pursuant to Conversion of the Notes: ______________ SignatureAmount of Principal Balance Due remaining Under the Note after this conversion: ______________ Accrued and unpaid interest remaining: ______________ Target Capital 10 LLC By:_____________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesTitle: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●1 The earlier of nine (9) months from the date of issue or upon the occurrence of the Liquidity Event NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 2021 Warrant NoAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Dated as of: 2021-[A/B] Termination DateApril 21, 2022 Purchase Price: June 10$ 1,500,000 Maturity Date1: January 21, 2026 2023 Original Issue Discount: $ 264,706 Interest Rate: 15.0% Original Principal Amount: $ 1,764,706 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT 15% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Notes of SinglePoint Inc., a Nevada corporation (the “WarrantCompany”) certifies that), for value received [REQUIRES COMPLETION] designated as its 15% Convertible Promissory Note due January 21, 20231 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”). FOR VALUE RECEIVED, the Company promises to pay to Walleye Opportunities Master Fund Ltd Cameron Bridge LLC or its registered assigns (the “Holder”), with an address at: [REQUIRES COMPLETION]or shall have paid pursuant to the terms hereunder, email: [REQUIRES COMPLETION],the principal sum of $1,470,589 on the earlier of January 21, 20231 or its assigns upon the occurrence of the Liquidity Event (the “HolderMaturity Date”) or such earlier date as this Note is entitledrequired or permitted to be repaid as provided hereunder, upon and to pay interest to the terms Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.following additional provisions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture Due December 10Note due ___ ___, 2022 2021 of Western Magnesium CorporationADHERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 4(e) of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: _____________Principal Amount of Note to be Converted: Number of shares of Common Stock to be issued: Signature: Name: DWAC Instructions: Broker No:_______________ Principal Amount of Debenture to be Converted: $Account No:__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ __________________________ __________________________ __________________________ __________________________ April 8, 2021 Ladies and Gentlemen: Adhera Therapeutics, Inc. (“Issuer” or the “Company”) a Delaware corporation has issued to Cavalry Fund I LP (“Investor”) Original Issue Discount Senior Secured Convertible Promissory Notes (the “Notes”) and warrants (the “Warrants:”) to purchase the common stock (“Common Stock”). In accordance with this Irrevocable Transfer Instruction Agreement, American Stock Transfer (“You” or the “Transfer Agent”) is hereby irrevocably authorized and instructed to reserve __________ shares of common stock (“Common Stock”) of the Company for issuance upon conversion of the Notes and exercise of the Warrants. The amount of Common Stock so reserved may be increased, from time to time, by written instructions of the Company or the Investor so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. In addition, you are hereby directed, upon being notified by the Investor, to increase the share reserve in accordance with the Company’s obligations under the Agreements (including the Note and Warrants) as necessary in the event a reduction in the conversion price of the Notes causes additional shares to become issuable. Notwithstanding anything to the contrary in this Agreement, the Transfer Agent has no obligation to confirm the accuracy of the Conversion Notices. The Transfer Agent is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company to the Investor, and remove all stop-transfer instructions relating to such shares, upon your receipt from the Investor of a Conversion Notice or Warrant exercise notice or notice by Investor’s counsel that the shares have been registered under the Securities Act of 1933 (“1933 Act”) or otherwise may be sold pursuant to Rule 144 without any restriction, and the Company or its counsel or Investor’s counsel provides an opinion of counsel to that effect in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to you), together with other documentation that may reasonably be requested, and the number of shares to be issued are less than 4.99% of the total issued and outstanding common stock of the Company (unless this requirement has been waived by the Company and the Investor in accordance with the Note and Warrant), such shares shall be issued to the account of the Investor either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit/Withdrawal Agent Commission system, provided that the Company has been made FAST/DRS eligible by DTCC (DWAC), or (ii) in certificated form without any legend which would restrict the transfer of the shares, and you should remove all stop-transfer instructions relating to such shares (such shares shall be issued from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice, the Transfer Agent and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury that are not otherwise reserved). If the shares of Common Stock are eligible to be electronically delivered via DWAC ((i) above), the shares of Common Stock shall be delivered in that manner. The Transfer Agent is not responsible for the accuracy set forth in the Conversion Notice. Until such time as you are advised by the Investor or Company counsel as above that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction, you are hereby instructed to place the following legend on the certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE 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 OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. The ability to convert the Notes and exercise the Warrants in a timely manner is a material obligation of the Company pursuant to the Notes and Warrants. The Company hereby requests that the Transfer Agent act promptly, without unreasonable delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. The Transfer Agent will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to the Transfer Agent, provided that each time a Conversion Notice is delivered to the Transfer Agent, the Investor agrees to pay the cost of processing each Conversion Notice at a sum not to exceed $300.00 (the “Investor Conversion Payment”) and the Investor shall seek Company reimbursement and the Company hereby acknowledges that they are responsible for such reimbursement. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, including claims that may be asserted by the Company, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company has approved this Irrevocable Transfer Instruction Agreement including the irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. All processing fees will be expected and payable upon receipt of the request from the presenter of such request. The Company and Investor understand and agree that the Transfer Agent’s fee schedule is subject to change and the Company agrees to pay the full amount of any such conversion according to the Transfer Agent fee schedule then in force. The Transfer Agent agrees not to increase the Investor Conversion Payment. The Company agrees that the Transfer Agent may resign as the Company’s transfer agent. In that event, or if the Company terminates you, you reserve the right to and may complete any issuance or transfer requests then pending. The Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions within five business days. If the Company decides to terminate the Transfer Agent, 30 days’ notice of termination must be given to the Transfer Agent prior to termination. The Transfer Agent agrees to notify the Investor within five days of receiving such notice of termination. The Transfer Agent shall abide by the obligations under this Agreement during the 30-day termination period. The Company hereby authorizes the issuance of such number of shares under the terms of the Note and Warrants and any such shares shall be considered fully paid and non-assessable at the time of their issuance. The Company and the Investor agree that you will be notified in writing by the Company and the Investor when the Note has been fully converted and if there are any remaining shares in the reservation that are to be released and returned to the Company’s authorized shares. The Investor and Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require or be construed in any way to require the Transfer Agent, in its sole discretion, to do, take or not do or take any action that would be contrary to any court order, any Federal or State law, rule, or regulation including but expressly not limited to both the 1933 Act and the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder by the Securities and Exchange Commission, or the transfer agent agreement with the Company. The Company hereby directs you, upon request by the Investor to immediately provide any capitalization structure information pertaining to the number of common shares of the Company that are issued and outstanding and the amount reserved for the Investor without any further action or confirmation by the Company. _________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _____________________ Warrant SharesBy: ● Issuance Date: ●Mxxxxxx Xxxx, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.Managing Member
Appears in 1 contract
Samples: Convertible Security Agreement (Adhera Therapeutics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 16% Senior Convertible Debenture Due December 10due __________ of Assured Pharmacy, 2022 of Western Magnesium CorporationInc., a Delaware Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Principal Amount of Debenture to be Converted: _________________________________________________________ Payment of Interest in Common Stock ____ yes ____ no If yes, $________ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: __________________________________________________________ Signature: __________________________________________________________ Name: __________________________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ __________________________________________________________ DWAC Instructions: Broker No: _________________________________ Broker No:_______________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”._________________________
Appears in 1 contract
Samples: Convertible Security Agreement (Assured Pharmacy, Inc.)
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal under and $_________ of the Convertible Debenture Due December 10interest due on the Note issued by Valcent Products Inc. on July 29, 2022 2005 into Shares of Western Magnesium Corporation, a Delaware corporation Common Stock of Valcent Products Inc. (the “Company”), into shares of common stock (the “Common Stock”), of Borrower "Borrower") according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: Conversion Price:______________________________________________________________________ Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name:__________________________________________________________________________ Address:_____________________________________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker Right to Purchase 266,666 shares of Common Stock of Valcent Products Inc. (subject to adjustment as provided herein) No:_____________ Account No: _______________ Warrant Shares: ● Issuance . 2005-A-001 Issue Date: ●July 29, 2021 Warrant No: 2021-[A/B] Termination Date: June 102005 VALCENT PRODUCTS INC., 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a corporation organized under the laws of the province of Alberta, Canada (the “WarrantCompany”) ), hereby certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL AKTIENGESELLSCHAFT, Pxxxxxxxx 0, 0000 Xxxxxxxxxxx, Vaduz, Lichtenstein, Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],000-00-00000000, or its assigns (the “Holder”) ), is entitled, upon the terms and subject to the limitations on exercise and terms set forth below, to purchase from the conditions hereinafter set forth, Company at any time on or after the date hereof Issue Date until 5:00 p.m., E.S.T on the third (3rd) anniversary of the Issue Date (the “Initial Exercise Expiration Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ 266,666 fully paid and nonassessable shares of Common Stock (at a per share purchase price of $0.50. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment hereunder, as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Warrant SharesSubscription Agreement”), dated July 29, 2005, entered into by the Company and Holders of the Class A Warrants. These Warrants are issued subject to As used herein the terms and conditions appended hereto as Schedule “A”.following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Non-Interest Bearing % Convertible Debenture Due December 10Note of Nature’s Best Brands, 2022 of Western Magnesium CorporationInc.., a Delaware Florida corporation (the “Company”), into shares of common stock (Conversion Securities, as defined in the “Common Stock”)Note, of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock Conversion Securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversionconversion if the shares are issued in the name of the Holder of the Note, except for such transfer taxes, if any. By In exercising the delivery of this Notice of Conversion optional conversion right, the undersigned Holder represents and warrants that the representations and warranties by the Holder pursuant to Borrower that its ownership Section 3 of the Common Stock does not exceed Note Purchase Agreement are true and correct as of the amounts specified under Section 4 date of this Debenture, notice of conversion as determined in accordance with Section 13(d) if made on and as of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stocksuch date. Conversion calculations: Date to Effect Conversion: ___________________________________________ Principal Amount of Debenture Note to be Converted: $:__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $Price:___________________________________________ Number of shares of Common Stock Conversion Securities to be issued: ______________ issued (The sum of the principal amount to be converted divided by the Conversion Price): Signature: ___________________________________________ Name: _:___________________________________________ Address for Delivery of Common Stock Certificates: __________ __________:___________________________________________ The following are tests for an accredited investor. Please initial which tests are applicable. Please initial all that apply. __X__ A natural person whose individual net worth or joint net worth with Purchaser’s spouse, at the time of this purchase exceeds $1,000,000 (PLEASE NOTE: In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Units and is not in connection with the acquisition of the primary residence. In such cases, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Units, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth); _____ A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with Purchaser’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; _____ A director or executive officer of the Company. _____ Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity. _____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934. _____ Insurance company as defined in section 2(13) of the Securities Act. _____ Investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act. _____ Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958. _____ Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. _____ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. _____ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act. _____ Any entity in which all of the equity owners are accredited investors (i.e., all of the equity owners meet one of the tests for an accredited investor#*). _____ Any Individual Retirement Account (XXX) for the benefit of an accredited investor*. _______________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●# Each equity owner should complete a separate accredited investor questionnaire and should provide a copy of his passport, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (license or other government issued identification. * The tests for an accredited investor who is an individual are the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations first three tests on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.this Exhibit A.
Appears in 1 contract
Samples: Note Purchase Agreement (PreCheck Health Services, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under of, and/or Interest and Additional Amounts (if any) accrued on, the 3.75% Senior Exchangeable Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation Note (the “Company”), into shares of common stock "Note") issued by CDC CORPORATION (the “"Company") into common shares ("Common Stock”), Shares") of Borrower the Company according to the terms and conditions hereof, as of the date written belowNote. If Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Note. Notwithstanding anything to the contrary contained herein, this Conversion Notice shall constitute a representation by the holder of the Note submitting this Conversion Notice that, after giving effect to the conversion provided for in this Conversion Notice, such holder (together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such Person's affiliates) of a number of Common Shares which exceeds 9.9% of the total outstanding shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions Shares as reasonably requested by Borrower in accordance therewith. No fee will be charged determined pursuant to the holder for any conversion, except for such transfer taxes, if any. By the delivery provisions of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d9(e) of the Exchange ActNote. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer Date of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: _:___________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $:_________________________ Applicable Conversion Price for Accrued Interest: $Amount of Interest to be Converted:______________________________ Number of shares of Common Stock Additional Amounts to be issuedConverted: ______________ Signature: ________________ Common Shares to be Issued:___________________ Name of Holder:_______________________________ NameAddress: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ __________________________________ __________________________________ DWAC InstructionsSignature: __________________________________ Broker No:NOTICE: The name of the Holder must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Holder Requests Delivery to be made: (check one) - By Delivery of Physical Certificates to the Above Address - Through Depository Trust Corporation (Account_____________ Account __________________) Annex III [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Indemnification No: . _____________________________________________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an Please print or typewrite name and address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close including zip code of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to assignee _____________________________________________ shares the within Note (or if less than the entire principal amount of Common Stock the Note, a portion thereof equal to $____________) and all rights thereunder, hereby irrevocably constituting and appointing _____________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of an effective registration statement under the U.S. Securities Act of 1933, as subject to adjustment hereunderamended (the "Securities Act") or (ii) two years after the date of the original issuance of this Note or the last date on which the Note was held by an Affiliate of the Company, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.undersigned confirms, that without utilizing any general solicitation or general advertising: [Check One]
Appears in 1 contract
Samples: Note Purchase Agreement (CDC Corp)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 8% Senior Convertible Debenture Due December 10due _______ ___, 2022 2015 of Western Magnesium CorporationARNO THERAPEUTICS, INC., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $__________________ Applicable of Interest Accrued on Account of Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ at Issue. Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: DWAC Instructions: Broker No: Account No: (To assign the foregoing Debenture, execute this form and supply required information. Do not use this form to convert the Debenture.) FOR VALUE RECEIVED, ______ all of or $_________ Signature: in principal amount of the foregoing Debenture and all rights evidenced thereby are hereby assigned to _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ whose address is _______________________________________________________________. _______________________________________________________________ Dated: ______________, _______ Holder’s Signature: _____________________________ Holder’s Address: _____________________________ _____________________________________________________ DWAC InstructionsSignature Guaranteed: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Convertible Security Agreement (Arno Therapeutics, Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due November 8, 2022 2016 of Western Magnesium CorporationAccelerated Pharma, Inc., a Delaware corporation (the “Company”), ) into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, ; except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $____________$ _______________ Number of shares of Common Stock to be issued: ______________ Signature: ___________________________________________ Name: ______________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: ___________________________________ Broker No:: _______________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS This Agreement is dated as of [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock ___] among Accelerated Pharma, Inc., a Delaware corporation (as subject to adjustment hereunderthe "Company"), the “Warrant Shares”parties identified on Schedule A hereto each a "Purchasers", and collectively "Purchasers"). These Warrants are issued subject to , and Grushko & Mitnan, P.C. (the terms and conditions appended hereto as Schedule “A”."Escrow' Agent'');
Appears in 1 contract
Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due October __, 2022 2018 of Western Magnesium CorporationP.V. Nano Cell Ltd., a Delaware corporation company formed under the laws of the State of Israel (the “Company”), into shares of common stock Ordinary Shares (the “Common StockOrdinary Shares”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock Ordinary Shares does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common StockOrdinary Shares. Conversion calculations: Date to Effect Conversion: :_____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $_:_________________ Interest Amount to be Converted: $:_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock Ordinary Shares to be issued: :___________________ Signature: :__________________________________________ Name: :_____________________________________________ Address for Delivery of Common Stock Ordinary Shares Certificates: :__________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: :__________________________________ Broker No:_____________ Account No: ____:___________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, Alpha Capital Anstalt, with an address at: [REQUIRES COMPLETION]Xxxxxxxxxxx 00, email0000 Xxxxx, Xxxxxxxxxxxxx, Fax: [REQUIRES COMPLETIONRC],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONP.V. NANO CELL LTD., a corporation incorporated company formed under the laws of Delaware the State of Israel (the “Company”), up to _________ 333,333 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Ordinary Shares. These Warrants are issued subject The purchase price of one Ordinary Share under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to Convert the Preferred Stock) The undersigned hereby irrevocably elects to convert principal under the Convertible Debenture Due December 10______ shares of Series B Preferred Stock, 2022 of Western Magnesium Corporation, a Delaware corporation represented by stock certificate No(s). ________________ (the “Company”), "Preferred Stock Certificates") into shares of common stock (the “"Common Stock”)") of Hi-Rise Recycling Systems, of Borrower Inc. (the "Company") according to the conditions hereofof the Certificate of Designation of Series B Preferred Stock, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewithcertificates. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the The undersigned represents and warrants to Borrower that its ownership all offers and sales by the undersigned of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common StockStock issuable to the undersigned upon conversion of the Series B Preferred Stock shall be made pursuant to registration of such shares of Common Stock under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under such Act. Conversion calculationsCalculations: ----------------------------------- Date of Conversion ----------------------------------- Applicable Conversion Price ----------------------------------- Signature ----------------------------------- Name Address: ----------------------------------- ----------------------------------- *No shares of Common Stock will be issued until the original preferred Stock Certificate(s) to Effect be converted and the Notice of Conversion are received by the Corporation's Transfer Agent. The original Stock Certificate(s) representing the Series B Preferred Stock to be converted and the Notice of Conversion must be received by the Corporation's Transfer Agent by the second business day following the Date of Conversion: , or the Notice of Conversion, at the Corporation's option, may be declared null and void. EXHIBIT B THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. _______, 1997 HI-RISE RECYCLING SYSTEMS, INC. (INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA) REDEEMABLE WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK NO. WR-__ FOR VALUE RECEIVED, HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation (the "Company"), hereby certifies that _________________________ Principal Amount or assigns (the "Holder") is entitled, subject to the provisions of Debenture this Warrant, to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount purchase from the Company, up to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of fully paid and non-assessable shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery at a price of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT $2.25 per share (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”"Exercise Price"), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Subscription Agreement (Hi Rise Recycling Systems Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal of the Loan under the Convertible Debenture Due December 10Senior Secured Term Loan Agreement dated January 30, 2022 of Western Magnesium Corporation2024 (the “Loan Agreement”) among Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Company”), ATW Special Situations Management LLC, as collateral agent, the lenders party thereto, into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. To be valid, this Notice of Conversion must be delivered to each of the following email addresses: Email: ********* Email: ********* Email: ********* Email: ********* By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenturethe Loan Agreement, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Loan to be Converted: Payment of Interest in Common Stock __ yes _______________________ no If yes, $ _____ Principal Amount of Debenture to be Converted: $__________________ Applicable Interest Accrued on Account of Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ at Issue. Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:______________ Account No: :_______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due October 2, 2022 2019, of Western Magnesium CorporationAndalay Solar, Inc., a Delaware corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant SharesNEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER- DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date of the Note: ● Issuance DateOctober 2, 2017 Principal Amount: ●$32,500 Purchase Amount: $25,000 SECURED CONVERTIBLE NOTE THIS SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Note of Andalay Solar, 2021 Warrant No: 2021-[A/B] Termination Date: June 10Inc., 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a Delaware corporation, (the “WarrantBorrower”), having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxx X, Xxx Xxxx, XX 00000, due October 2, 2019 (the “Note”). This Note was issued pursuant to the Purchase Agreement. The Holder has been granted a security interest in all of the assets of Xxxxxxxx as described in and pursuant to the Security Agreement dated the date of original issuance of this Note, as the same may be amended, modified or supplemented from time to time in accordance with its terms. Borrower acknowledges that the original principal amount of this Note exceeds the Purchase Amount (listed above) certifies thatpaid by the original Holder hereof for the Note and that such excess is attributable to original issue discount, for value received [REQUIRES COMPLETION] which amount shall be fully earned and charged to Borrower as of the funding date and paid to the Holder as part of the principal amount of this Note. FOR VALUE RECEIVED, Xxxxxxxx promises to pay to CHASE FINANCING, INC. or its registered assigns (the “Holder”), with an address at: [REQUIRES COMPLETION]the principal sum of $32,500 and all accrued interest, email: [REQUIRES COMPLETION],if any, or its assigns on October 2, 2019 (the “HolderMaturity Date”) or such earlier date as this Note is entitledrequired or permitted to be repaid as provided hereunder, upon and to pay interest to the terms Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.following additional provisions:
Appears in 1 contract
Samples: Convertible Security Agreement (Andalay Solar, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal principal, accrued but unpaid interest and/or any of amounts due under the 12% Senior Convertible Debenture Due December 10Promissory Note due June 26, 2022 2019 of Western Magnesium CorporationTerra Tech Corp., a Delaware Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion Conversion, the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock, if the resale of any such shares of Common Stock are covered by and are being sold pursuant to an effective Registration Statement. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion PricePrincipal Amount of Note to be Converted: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: Payment of Interest in Common Stock __ yes __ no If yes, $___________________ of Interest Accrued on Account of Conversion at Issue. Other Amounts Owed Under this Note to be Converted including Late Fees: _________ Number of shares of Common Stock to be issued: __________________________ Signature: ________________________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Delivery Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 (To Be Signed Only Upon Conversion of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: TO ___________________________: The undersigned, the holder of the foregoing Debenture, hereby surrenders such Debenture for conversion into shares of ________ Principal Amount [Preferred Stock] or [Common Stock] of Debenture Biosite Diagnostics Incorporated to be Converted: the extent of $__________________ Applicable Conversion Price: unpaid principal amount of, and $__________________ Interest Amount to of accrued but unpaid interest on, such Debenture, and requests that the certificates for such shares be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: ______issued in the name of, and delivered to,___________________________________ Name: _, whose address is ___________________________________________ Address for Delivery of Common Stock Certificates: __________ ______________________________________. Dated:_______________ _____________________________________________________ DWAC Instructions: _(Signature must conform in all respects to name of holder as specified on the face of the Debenture) ________________________________ Broker No:(Address) THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE DEBENTURE OR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND SUBSTANCE TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. BIOSITE DIAGNOSTICS INCORPORATED CONVERTIBLE DEBENTURE [CONFIDENTIAL MATERIAL REDACTED AND San Diego, California FILED SEPARATELY WITH THE COMMISSION] ____________, 199_ Account No: _______________ Warrant Shares: ● Issuance Date: ●BIOSITE DIAGNOSTICS INCORPORATED, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT a Delaware corporation (the “Warrant”) certifies that"Company"), for the principal office of which is located at 11030 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx, xxr value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],hereby promises to pay to SANDOZ PHARMA LTD., or its assigns (registered assigns, the “Holder”) is entitledsum of [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION], upon or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and subject to conditions set forth hereinafter. The principal hereof and any unpaid accrued interest hereon, as set forth below, shall be due and payable on the limitations on exercise and the conditions hereinafter set forth, at any time on or after fifth anniversary of the date hereof (the “Initial Exercise "Maturity Date”") unless the Debenture shall be earlier redeemed or converted in accordance with its terms. The following is a statement of the rights of the Holder of this Debenture and on or prior the conditions to which this Debenture is subject, and to which the close Holder hereof, by the acceptance of business on June 10this Debenture, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.agrees:
Appears in 1 contract
Samples: Debenture Purchase Agreement (Biosite Diagnostics Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal under amount of the Convertible Debenture Due December 10Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, 2022 of Western Magnesium CorporationCANNABIS GLOBAL, INC., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower ) according to the conditions hereofof the convertible note of the Borrower dated as of June 16, 2021 (the “Note”), as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder Holder for any conversion, except for such transfer taxes, if any. By Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit the delivery of Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned represents and warrants to Borrower that or its ownership nominee with DTC through its Deposit Withdrawal Agent At Custodian (“DWAC Transfer”). Name of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculationsDTC Prime Broker: Date to Effect Conversion________________ Account Number: ____________________________ Principal Amount [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of Debenture to be Convertedshares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: $______DUTCHESS CAPITAL GROWTH FUND LP C/O DUTCHESS CAPITAL ADVISORS LLC 75 Xxxx Xxxx Xxxxxxx, Xxxxx 000 Xxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx Date of conversion: ____________ Applicable Conversion Price: $_____________ Number of shares of common stock to be issued pursuant to conversion of the Notes ___________ Interest Amount to be Convertedof Principal Balance due remaining under the Note after this conversion: $_________________________ Applicable Conversion Price for Accrued InterestDUTCHESS CAPITAL GROWTH FUND LP By: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesXxxxxxx Xxxxxxxx Title: __________ _____________________________________________________ _____________________________________________________ DWAC InstructionsManaging Partner, Duchess Capital Advisors LLC General Partner to: Dutchess Capital Growth Fund LP Date: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects To: NEUROONE MEDICAL TECHNOLOGIES CORPORATION Reference is made to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Promissory Note (the “Note”) issued to the undersigned by NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of common stock the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), of Borrower according to the conditions hereofCompany, as of the date written specified below. If shares of Common Stock are to be issued Capitalized terms not defined herein shall have the meaning as set forth in the name Note. Date of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesAggregate Outstanding Balance to be converted: __________ _______________________________ Please issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows: ______________________________________ Check here if requesting delivery as a certificate to the following name and to the following address: ☐ Issue to: ____________________________________ _____________________________________________________ DWAC InstructionsCheck here if requesting delivery by Deposit/Withdrawal at Custodian as follows: ☐ DTC Participant: _________________________________ Broker No:_____________ Account NoDTC Number: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________________________ Account Number: ____________________________________ The undersigned represents that: (i) the undersigned is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act (as defined below)); (ii) the shares of the Common Stock (as subject to adjustment hereunderare being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares of the Common Stock; (iii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iv) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (v) the undersigned understands that the shares of the Common Stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Warrant SharesSecurities Act”). These Warrants , by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (vi) the undersigned is aware that the shares of the Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are issued subject met and until the undersigned has held the shares of the Common Stock for the period prescribed by Rule 144, that among the conditions for use of Rule 144 is the availability of current information to the terms public about the Company and conditions appended hereto as Schedule “A”that the Company has not made such information available and has no present plans to do so; and (vii) the undersigned agrees not to make any disposition of all or any part of the shares of the Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.
Appears in 1 contract
Samples: Convertible Promissory Notes (NEUROONE MEDICAL TECHNOLOGIES Corp)
NOTICE OF CONVERSION. (To be executed by the registered holder in order to convert shares of Preferred Stock) The undersigned hereby elects to convert principal under the number of shares of Series [ ] Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”)Preferred Stock indicated below, into shares of common stock Common Stock, par value $.0001 per share (the “"Common Stock”"), of Borrower fonix corporation (the "Company") according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: __________________________________________________ Address for Delivery of Common Stock Certificates: Date to effect conversion __________________________________________________ Number of shares of Preferred Stock to be converted _________________________________________________ Number of shares of Common Stock to be issued __________________________________________________ Applicable conversion price __________________________________________________ Name of Holder ____________________________________________________ ___________________Address of Holder __________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●Authorized Signature Exhibit B AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of October 24, 2021 Warrant No: 2021-[A/B] Termination Date: June 101997, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT between fonix corporation, a Delaware corporation (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”"Company"), with an address at: [REQUIRES COMPLETION]and Southbrook International Investments, email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONLtd., a corporation incorporated existing under the laws of Delaware the British Virgin Islands (the “Company”)"Purchaser") and amends and restates in its entirety all of the terms of the Registration Rights Agreement between the parties dated June 18, up 1997 with respect to _________ shares the certain Series B 5% Convertible Debentures. This Agreement is made pursuant to the Amended and Restated Purchase Agreement, dated as of Common Stock the date hereof between the Company and the Purchaser (as subject to adjustment hereunder, the “Warrant Shares”"Purchase Agreement"). These Warrants are issued subject to The Company and the terms and conditions appended hereto Purchaser hereby agree as Schedule “A”.follows:
Appears in 1 contract
Samples: Purchase Agreement (Fonix Corp)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________$________________ Principal Amount principal amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares the Note (defined below) into Shares of Common Stock of XXXXXX HOLDINGS, INC., a DELAWARE Corporation (the “Borrower”) according to the conditions of the convertible Notes of the Borrower dated as of March 6, 2012 (the “Notes”), as of the date written below. No fee will be issuedcharged to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: ______________ Signature: _________________________________________ Name[ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). Name of DTC Prime Broker: ____________________________________________ Address for Delivery of Common Stock CertificatesAccount Number: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions[ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below: _________________________________ Broker No:_____________ Account NoName: _______________ Warrant SharesTAX #: ● Issuance DateConversion Price: ●Shares to Be Delivered: Remaining Principal Balance Due After This Conversion: Signature Print Name: $50,000 DATED MARCH 31, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 2012 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT NOTE (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “HolderNote”) is entitleda duly authorized Convertible Note of XXXXXX HOLDINGS, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONINC.., a DELAWARE corporation incorporated under the laws of Delaware (the “Company”). FOR VALUE RECEIVED, up the Company promises to _________ shares pay the attached holders of Common Reinsurance Technology Ltd Series B Preferred Stock (as subject to adjustment hereunderthe “Holder(s)”), the principal sum of $50,000 (the “Warrant SharesPrincipal Amount”) or such lesser principal amount following the conversion or conversions of this Note in accordance with Paragraph 2 (the “Outstanding Principal Amount”) on March 31, 2013 (the “Maturity Date”), and to pay interest on the Outstanding Principal Amount (“Interest”) in a lump sum on the Maturity Date, at the rate of seven percent (7%) per Annum (the “Rate”) from the date of issuance. These Warrants are issued Accrual of Interest shall commence on the date of this Note and continue until the Company repays or provides for repayment in full the Outstanding Principal Amount and all accrued but unpaid Interest. Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded monthly. The Outstanding Principal Amount of this Note is payable on the Maturity Date in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts, at the address last appearing on the Note Register of the Company as designated in writing by the Holder from time to time. The Company may prepay principal and interest on this Note at any time before the Maturity Date. The Company will pay the Outstanding Principal Amount of this Note on the Maturity Date, free of any withholding or deduction of any kind (subject to the terms provision of paragraph 2 below), to the Holder as of the Maturity Date and conditions appended hereto as Schedule “A”.addressed to the Holder at the address appearing on the Note Register. This Note is subject to the following additional provisions:
Appears in 1 contract
Samples: Merger Agreement (Solution Technology International Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture Due December 10Note due ___ ___, 2022 2021 of Western Magnesium CorporationADHERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 4(e) of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesDWAC Instructions: __________ ___________________________Broker No: Account No: Square Mxxxxx $ 23,000.00 Axxxxx Xxxxxxxxxx $ 10,000.00 M2 Compliance $ 2,500 Rxxxxx Xxxxxxx $ 5,000.00 reimbursenments $ 5,000 Nxxxx Xxxxxx $ 2,000 __________________________ ____________________________ __________________________ DWAC Instructions: _________________________________ Broker No:January _____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant NoLadies and Gentlemen: 2021-[A/B] Termination Date: June 10Adhera Therapeutics, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT Inc. (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, Issuer” or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”) a Delaware corporation has issued to Cavalry Fund I LP (“Investor”) Original Issue Discount Senior Secured Convertible Promissory Notes (the “Notes”) and warrants (the “Warrants:”) to purchase the common stock (“Common Stock”). In accordance with this Irrevocable Transfer Instruction Agreement, up American Stock Transfer (“You” or the “Transfer Agent”) is hereby irrevocably authorized and instructed to reserve __________ shares of common stock (“Common Stock”) of the Company for issuance upon conversion of the Notes and exercise of the Warrants. The amount of Common Stock so reserved may be increased, from time to time, by written instructions of the Company or the Investor so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. In addition, you are hereby directed, upon being notified by the Investor, to increase the share reserve in accordance with the Company’s obligations under the Agreements (including the Note and Warrants) as necessary in the event a reduction in the conversion price of the Notes causes additional shares to become issuable. Notwithstanding anything to the contrary in this Agreement, the Transfer Agent has no obligation to confirm the accuracy of the Conversion Notices. The Transfer Agent is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company to the Investor, and remove all stop-transfer instructions relating to such shares, upon your receipt from the Investor of a Conversion Notice or Warrant exercise notice or notice by Investor’s counsel that the shares have been registered under the Securities Act of 1933 (“1933 Act”) or otherwise may be sold pursuant to Rule 144 without any restriction, and the Company or its counsel or Investor’s counsel provides an opinion of counsel to that effect in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to you), together with other documentation that may reasonably be requested, and the number of shares to be issued are less than 4.99% of the total issued and outstanding common stock of the Company (unless this requirement has been waived by the Company and the Investor in accordance with the Note and Warrant), such shares shall be issued to the account of the Investor either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit/Withdrawal Agent Commission system, provided that the Company has been made FAST/DRS eligible by DTCC (DWAC), or (ii) in certificated form without any legend which would restrict the transfer of the shares, and you should remove all stop-transfer instructions relating to such shares (such shares shall be issued from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice, the Transfer Agent and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury that are not otherwise reserved). If the shares of Common Stock are eligible to be electronically delivered via DWAC ((i) above), the shares of Common Stock shall be delivered in that manner. The Transfer Agent is not responsible for the accuracy set forth in the Conversion Notice. Until such time as you are advised by the Investor or Company counsel as above that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction, you are hereby instructed to place the following legend on the certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE 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 OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. The ability to convert the Notes and exercise the Warrants in a timely manner is a material obligation of the Company pursuant to the Notes and Warrants. The Company hereby requests that the Transfer Agent act promptly, without unreasonable delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. The Transfer Agent will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to the Transfer Agent, provided that each time a Conversion Notice is delivered to the Transfer Agent, the Investor agrees to pay the cost of processing each Conversion Notice at a sum not to exceed $300.00 (the “Investor Conversion Payment”) and the Investor shall seek Company reimbursement and the Company hereby acknowledges that they are responsible for such reimbursement. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, including claims that may be asserted by the Company, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company has approved this Irrevocable Transfer Instruction Agreement including the irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. All processing fees will be expected and payable upon receipt of the request from the presenter of such request. The Company and Investor understand and agree that the Transfer Agent’s fee schedule is subject to adjustment hereunderchange and the Company agrees to pay the full amount of any such conversion according to the Transfer Agent fee schedule then in force. The Transfer Agent agrees not to increase the Investor Conversion Payment. The Company agrees that the Transfer Agent may resign as the Company’s transfer agent. In that event, or if the “Warrant Shares”)Company terminates you, you reserve the right to and may complete any issuance or transfer requests then pending. These Warrants are issued subject The Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions appended hereto as Schedule “A”.of these Irrevocable Instructions within five business days. If the Company decides to terminate the Transfer Agent, 30 days’ notice of termination must be given to the Transfer Agent prior to termination. The Transfer Agent agrees to notify the Investor within five days of receiving such notice of termination. The Transfer Agent shall abide by the obligations under this Agreement during the 30-day termination period. The Company hereby authorizes the issuance of such number of shares under the terms of the Note and Warrants and any such shares shall be considered fully paid and non-assessable at the time of their issuance. The Company and the Investor agree that you will be notified in writing by the Company and the Investor when the Note has been fully converted and if there are any remaining shares in the reservation that are to be released and returned to the Company’s authorized shares. The Investor and Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require or be construed in any way to require the Transfer Agent, in its sole discretion, to do, take or not do or take any action that would be contrary to any court order, any Federal or State law, rule, or regulation including but expressly not limited to both the 1933 Act and the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder by the Securities and Exchange Commission, or the transfer agent agreement with the Company. The Company hereby directs you, upon request by the Investor to immediately provide any capitalization structure information pertaining to the number of common shares of the Company that are issued and outstanding and the amount reserved for the Investor without any further action or confirmation by the Company. Cavalry Fund I LP By: Txxxxx Xxxxx, Manager
Appears in 1 contract
Samples: Convertible Security Agreement (Adhera Therapeutics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal principal, accrued but unpaid interest and/or any of amounts due under the 12% Senior Convertible Debenture Due December 10Promissory Note due May 20, 2022 2019 of Western Magnesium CorporationTerra Tech Corp., a Delaware Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion Conversion, the undersigned represents and warrants to Borrower the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock, if the resale of any such shares of Common Stock are covered by and are being sold pursuant to an effective Registration Statement. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: Payment of Interest in Common Stock __ yes __ no If yes, $__________________ of Interest Amount Accrued on Account of Conversion at Issue. Other Amounts Owed Under this Note to be ConvertedConverted including Late Fees: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: _____________________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due May 9, 2022 2018 of Western Magnesium CorporationXxxxxxxx Xxxxxxx and Xxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 240,000,000 Initial Exercise Date: ●May 9, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A050916 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Xxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 000 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONXXXXXXXX XXXXXXX AND XXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 240,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. (To be Executed by the Registered Holder in order to Convert shares of Preferred Stock) The undersigned hereby elects to convert principal under the number of shares of 4% Series B Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”)Preferred Stock indicated below, into shares of common stock Common Stock, par value $.01 per share (the “"Common Stock”"), of Borrower Number Nine Visual Technology ------------ Corporation (the "Company") according to the conditions hereof, as of the date ------- written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower the Company in accordance therewith. No fee will be charged to the holder Holder for any conversion, conversion except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ Date to Effect Conversion _____________________________________________________ DWAC Instructions: Number of shares of Preferred Stock to be Converted _____________________________________________________ Broker No:Number of shares of Common Stock to be Issued _____________ Account No: _________________________________________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to Applicable Conversion Price _____________________________________________________ shares Signature _____________________________________________________ Name _____________________________________________________ Address EXHIBIT B REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and --------- entered into as of Common Stock March 31, 1999, between Number Nine Visual Technology Corporation, a Delaware corporation (as subject to adjustment hereunderthe "Company"), and KA Investments LDC, a ------- Cayman Islands corporation (the “Warrant Shares”"Purchaser "). These Warrants are issued subject ---------- This Agreement is made pursuant to the terms Convertible Preferred Stock Purchase Agreement, dated as of the date hereof between the Company and conditions appended hereto the Purchaser (the "Purchase Agreement"). ------------------ The Company and the Purchaser hereby agree as Schedule “A”.follows:
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Number Nine Visual Technology Corp)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: $_________________principal amount of the Note (defined below) together with $________________ Principal Amount of Debenture to be Converted: accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of SinglePoint, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the 15% original issue discount convertible note of the Borrower dated as of April 21, 2022 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Name: Address: Date of Conversion: _____________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares Shares of Common Stock to be issuedIssued Pursuant to Conversion of the Notes: ______________ SignatureAmount of Principal Balance Due remaining Under the Note after this conversion: ______________ Accrued and unpaid interest remaining: ______________ Cameron Bridge LLC By:_____________________________ Name: ____________________________________________ Address for Delivery of Common Stock CertificatesTitle: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 2021 Warrant NoAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Dated as of: 2021-[A/B] Termination DateApril 21, 2022 Purchase Price: June 10$ 1,400,000 Maturity Date1: January 21, 2026 2023 Original Issue Discount: $ 247,059 Interest Rate: 15.0% Original Principal Amount: $ 1,647,059 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT 15% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Notes of SinglePoint Inc., a Nevada corporation (the “WarrantCompany”) certifies that), for value received [REQUIRES COMPLETION] designated as its 15% Convertible Promissory Note due January 21, 20231 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”). FOR VALUE RECEIVED, the Company promises to pay to Target Capital 10 LLC or its registered assigns (the “Holder”), with an address at: [REQUIRES COMPLETION]or shall have paid pursuant to the terms hereunder, email: [REQUIRES COMPLETION],the principal sum of $1,647,059 on the earlier of January 21, 20231 or its assigns upon the occurrence of the Liquidity Event (the “HolderMaturity Date”) or such earlier date as this Note is entitledrequired or permitted to be repaid as provided hereunder, upon and to pay interest to the terms Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.following additional provisions:
Appears in 1 contract
NOTICE OF CONVERSION. To: e-automate Corporation The undersigned registered owner of this share of Series 2000-A Preferred Stock hereby elects exercises the option to convert principal under this share of Series 2000-A Preferred Stock, or the Convertible Debenture Due December 10portion hereof designated below, 2022 of Western Magnesium Corporation, a Delaware corporation (and the “Company”), accrued dividends thereon designated below into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) the terms of the Exchange ActSeries 2000-A Preferred Stock, and directs that the shares issuable and deliverable upon this conversion be issued and delivered to the registered owner hereof, unless a different name has been provided below. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect ConversionDated: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC InstructionsSignature(s) Complete the following for registration of shares of Common Stock if they are to be delivered other than to and in the name of the registered owner: ____________________________________ Broker No:Name _____________ Account No: ________________________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to ____________________________________ shares Address ____________________________________ Soc. Sec. or Tax I.D. No. THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 19, 2000 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 19, 2000, BETWEEN THE ISSUER (THE "COMPANY") AND THE PURCHASER NAMED THEREIN. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY. __________________________________________ e-automate Corporation (a Delaware corporation) Warrant Certificate for the Purchase of Common Stock Dated: June 19, 2000 Number of Series 2000-A Warrants: 100,000 This certifies that, for value received, the sufficiency of which is hereby acknowledged, ASPEN CAPITAL RESOURCES, LLC or its assigns (as the "Holder"), a Utah limited liability company with an address at 0000 Xxxxx Xxxxxxxxx Xxxxxx, Sandy, Utah 84093, is the owner of the number of Series 2000-A Warrants (the "Warrants") set forth above, each of which represents the right to purchase one fully paid and nonassessable share of the common stock, $.001 par value, (the "Shares") of e-automate Corporation (the "Company"), a Delaware corporation with an address at 00 Xxxxx 000 Xxxx, Xxxxxxxx Xxxx, Xxxx 00000, at the initial exercise price (the "Initial Exercise Price") of $5.00 per share, provided that if the fair market value of the Shares is less than $5.00 per Share at any time during the first six months for which the Shares are quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board the initial exercise price shall be $4.00 per share. The Initial Exercise Price and number of Shares (and the amount and kind of other securities) for which this Warrant is exercisable shall be subject to adjustment hereunderas provided herein. This Warrant Certificate relates to Warrants of the Company issued pursuant to a Securities Purchase Agreement, dated as of June 19, 2000 (as amended and modified from time to time, the “Warrant Shares”"Purchase Agreement"). These , between the Company and the Holder, and the Warrants are issued subject those Warrants referred to in the Purchase Agreement. The Purchase Agreement contains terms governing the rights of the Holder of this Warrant Certificate, and conditions appended hereto as Schedule “A”all provisions of the Purchase Agreement are hereby incorporated herein in full by reference.
Appears in 1 contract
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $_________ of the principal under and $_________ of the Convertible Debenture Due interest due on the Note issued by BioElectronics Corporation on December 10____, 2022 2005 into Shares of Western Magnesium Corporation, a Delaware corporation Common Stock of BioElectronics Corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower "Borrower") according to the conditions hereofset forth in such Note, as of the date written below. If shares Date of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: :____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: Conversion Price:______________________________________________________________________ Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of BioElectronics Corporation Shares To Be Delivered:_________________________________________________________________ Signature:____________________________________________________________________________ Print Name:__________________________________________________________________________ Address:_____________________________________________________________________________ ____________________________________________________________________________ DWAC InstructionsTHIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIOELECTRONICS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase ________ shares of Common Stock of BioElectronics Corporation (subject to adjustment as provided herein) No. 2005-A-001 Issue Date: December , 2005 BIOELECTRONICS CORPORATION, a corporation organized under the laws of the State of Maryland (the "Company"), hereby certifies that, for value received, _________________________________ Broker No:__, _____________ Account No_______________, Fax: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “"Holder”) "), is entitled, upon the terms and subject to the limitations on exercise and terms set forth below, to purchase from the conditions hereinafter set forth, Company at any time on or after the date hereof Issue Date until 5:00 p.m., E.S.T on the fifth (5th) anniversary of the Issue Date (the “Initial Exercise "Expiration Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”"), up to _________ fully paid and nonassessable shares of Common Stock (at a per share purchase price of $_____ [120% of the closing bid price on the Closing Date as reported by Bloomberg L.P. for the last trading day preceding the Closing Date, which price shall not exceed $0.50]. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment hereunderas provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the "Subscription Agreement"), dated December ____, 2005, entered into by the “Warrant Shares”)Company and Holders of the Warrants. These Warrants are issued subject to As used herein the terms and conditions appended hereto as Schedule “A”.following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due May 25, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 240,000,000 Initial Exercise Date: ●May 25, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A052516 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lxxxxxxxxxx 00, 0000 Xxxxx, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 400 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 240,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal under amount of the Convertible Debenture Due December 10, 2022 Note (defined below) into that number of Western Magnesium Corporationshares of Common Stock of MORGANS HOTEL GROUP CO., a Delaware corporation (“MHGC”) (or other securities or property to be issued pursuant to the “Company”)conversion of the Note) as set forth below according to the terms and conditions of the Promissory Note of TLG Acquisition LLC dated as of November [__], into shares of common stock 2011 (the “Common StockNote”), of Borrower according to the conditions hereof, as of the date written below. If shares of Box Checked as to applicable instructions: ¨ The Borrower shall electronically transmit the Common Stock are issuable pursuant to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion to the account of the undersigned represents and warrants to Borrower that or its ownership nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). Name of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. DTC Prime Broker: Account Number: ¨ The undersigned agrees to comply with hereby requests that the prospectus delivery requirements under Borrower issue a certificate or certificates for the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto (include social security or tax identification number of such person(s): ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC InstructionsDate of Conversion: _________________________________ Broker No:_____________ Account NoApplicable Conversion Price: _______________ Warrant Shares$ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Notes: ● Issuance Amount of Principal Balance Due remaining Under the Note after this conversion: $ Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT This CONSULTANT SERVICES AGREEMENT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “HolderAgreement”), with an address at: [REQUIRES COMPLETIONmade as of November [ ], email: [REQUIRES COMPLETION],2011 by and between Morgans Hotel Group Co., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close having a principal place of business on June 10at 000 Xxxxx Xxxxxx, 2026 (the “Termination Date”) but not thereafterXxx Xxxx, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware Xxx Xxxx 00000 (the “Company”), up to _________ shares of Common Stock ) and Xxxxxx Xxxxxx (as subject to adjustment hereunder, the “Warrant SharesConsultant”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
Samples: Master Purchase Agreement (Morgans Hotel Group Co.)
NOTICE OF CONVERSION. The undersigned hereby elects To: NEUROONE MEDICAL TECHNOLOGIES CORPORATION Reference is made to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Promissory Note (the “Note”) issued to the undersigned by NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of common stock the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), of Borrower according to the conditions hereofCompany, as of the date written specified below. If shares of Common Stock are to be issued Capitalized terms not defined herein shall have the meaning as set forth in the name Note. Date of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: __________________________________________________ Address for Delivery of Common Stock CertificatesAggregate Outstanding Balance to be converted: ____________________________ Please issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows: ____________________________________________________ Check here if requesting delivery as a certificate to the following name and to the following address: ☐ Issue to: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: ☐ DTC Participant: _____________________________________________________ DTC Number: _______________________________________________________ DWAC InstructionsAccount Number: _________________________________ Broker No:_____________ Account No: _______________ Warrant SharesThe undersigned represents that: ● Issuance Date: ●(i) the undersigned is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act (as defined below)); (ii) the shares of the Common Stock are being acquired for the account of the undersigned for investment and not with a view to, 2021 Warrant No: 2021-[A/B] Termination Date: June 10or for resale in connection with, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares of the Common Stock; (iii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iv) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (v) the undersigned understands that the shares of the Common Stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “HolderSecurities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (vi) the undersigned is aware that the shares of the Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares of the Common Stock for the period prescribed by Rule 144, that among the conditions for use of Rule 144 is the availability of current information to the public about the Company and that the Company has not made such information available and has no present plans to do so; and (vii) the undersigned agrees not to make any disposition of all or any part of the shares of the Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject opinion of counsel satisfactory to the limitations on exercise and the conditions hereinafter set forthCompany, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but stating that such registration is not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”required.
Appears in 1 contract
Samples: Convertible Promissory Notes (NEUROONE MEDICAL TECHNOLOGIES Corp)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Note Due December 10______________ of GT Biopharma, 2022 of Western Magnesium CorporationInc., a Delaware corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion PriceAccrued Interest to be Converted, if any: $__________________ Interest Amount to be ConvertedConversion Price: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due Note due December 1024, 2022 2014 of Western Magnesium CorporationAttitude Beer Holding Co., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant SharesNo: ● Issuance 1 Issue Date: ●January 22, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 2015 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lxxxxxxxxxx 00, 0000 Vaduz, Principality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, + 400 000 00 00 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONATTITUDE BEER HOLDING CO., a Delaware corporation incorporated under the laws of Delaware (the “Company”), up a number shares equal to _________ shares the number of Common Stock share the Holder could acquire upon the complete conversion of the Note issued to it by the Company on or about the Issue Date (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Note and Class a Warrant Agreement (Attitude Drinks Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note, 2022 as amended by the Amendment Agreement of Western Magnesium CorporationE-Waste Systems, a Delaware corporation Inc. (the “Company“EWSI”“), dated July [●], 2014, into shares of common stock (the ““Common Stock”), of Borrower “) according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all a reasonable transfer taxes expense payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewiththereto. No fee will be charged to the holder Redwood for any conversion, except for such transfer taxesexpense, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Company Name: E-Waste Systems, Inc. Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price 50% of the lowest traded price for Accrued Interest20 trading days prior to conversion or: $Adjusted as per agreement for delayed delivery of previous conversion (look back only) Principal Amount of Agreement to be converted: _______________________ Interest Amount of Agreement to be converted: _______________________ Principal Balance Remaining after this conversion: _______________________ Number of shares of Common Stock to be issued: _______________________ Signature: ______________________________________________________ NameManager Redwood Management LLC 00000 Xxxxxxx Xxx #112-341 Sunny Isles Beach Florida 33160 Federal ID #-26-465-7367 Redwood Management LLC 00000 Xxxxxxx Xxx #112-341 Sunny Isles Beach, FL 33160 Re: Share Structure of E-Waste Systems, Inc. To whom it may concern: The purpose of this letter is to confirm the share structure of E-Waste Systems, Inc. (the “Company”). By execution below, I hereby verify that the information provided is current and accurate as of the date of this document. Shares authorized: Shares of E-Waste Systems, Inc. issued and outstanding: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●Furthermore, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 finalizing this issuance I agree to provide Redwood Management LLC (the “Termination Date”via email) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.with:
Appears in 1 contract
NOTICE OF CONVERSION. To:Flexpoint Sensor Systems, Inc. The undersigned registered owner of this Debenture hereby elects exercises the option to convert principal under this Debenture, or the Convertible Debenture Due December 10portion hereof designated below, 2022 of Western Magnesium Corporation, a Delaware corporation (and the “Company”), accrued interest thereon designated below into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) the terms of the Exchange ActDebenture, and directs that the shares issuable and deliverable upon this conversion, together with a new Debenture representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof, unless a different name has been provided below. The undersigned agrees Principal amount to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ______be converted (if less than all): $______________________ Principal Amount of Debenture Accrued interest to be Converted: converted $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued______________________ Dated: __________________ Signature_______________________ Signature(s) Complete the following for registration of shares of Common Stock if they are to be delivered, or Debentures if they are to be issued, other than to and in the name of the registered owner: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _________________Name ____________________________________ ____________________________________ Address __________________ DWAC Instructions: _________________________________ Broker Soc. Sec. or Tax I.D. No:. 38 Exhibit B (Form of Series 2000-A Warrants) 39 THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 3, 2000 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 3, 2000, BETWEEN THE ISSUER (THE "COMPANY") AND THE PURCHASER NAMED THEREIN. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY. _____________ Account No: ______________________________ FLEXPOINT SENSOR SYSTEMS, INC. (a Delaware corporation) Warrant SharesCertificate for the Purchase of Common Stock Dated: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to ___________ shares Number of Common Series 2000-A Warrants: _________ This certifies that, for value received, the sufficiency of which is hereby acknowledged, ASPEN CAPITAL RESOURCES, LLC or its assigns (the "Holder"), a Utah limited liability company with an address at 0000 Xxxxx Xxxxxxxxx Xxxxxx, Sandy, Utah 84093, is the owner of the number of Series 2000-A Warrants (the "Warrants") set forth above, each of which represents the right to purchase one fully paid and nonassessable share of the common stock, $.001 par value, (the "Shares") of FLEXPOINT SENSOR SYSTEMS, INC. (the "Company"), a Delaware corporation with an address at 0000 Xxxxx 000 Xxxx, Xxxxxxx, Xxxx 00000, at the initial exercise price which is equal to 105% of the lesser of (i) the average of the three lowest closing bid prices for the Shares quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board during the 15 trading days preceding the date of the Purchase Agreement (as the "Initial Exercise Price"), or (ii) the average of the three lowest closing bid prices for the Shares quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board during the 15 trading days preceding the date of this Warrant (the "Initial Exercise Price"), subject to a maximum Initial Exercise Price of $3.00 per share and a minimum Initial Exercise Price of $1.00 per share The Initial Exercise Price and number of Shares (and the amount and kind of other securities) for which this Warrant is exercisable shall be subject to adjustment hereunderas provided herein. This Warrant Certificate relates to Warrants of the Company issued pursuant to a Securities Purchase Agreement, dated as of March 3, 2000 (as amended and modified from time to time, the “Warrant Shares”"Purchase Agreement"). These , between the Company and the Holder, and the Warrants are issued subject those Warrants referred to in the Purchase Agreement. The Purchase Agreement contains terms governing the rights of the Holder of this Warrant Certificate, and conditions appended hereto as Schedule “A”all provisions of the Purchase Agreement are hereby incorporated herein in full by reference.
Appears in 1 contract
Samples: Securities Purchase Agreement (Flexpoint Sensor Systems Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due January 31, 2022 2021 of Western Magnesium CorporationGT Biopharma, Inc., a Delaware corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 4(e) of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion PriceAccrued Interest to be Converted, if any: $__________________ Interest Amount to be ConvertedConversion Price: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). These Warrants are issued subject to the terms and conditions appended hereto as Schedule “A”.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due April 1, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 170,000,000 Initial Exercise Date: ●April 1, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 S040116 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] received, SOUTHRIDGE PARTNERS II LP, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, 203) 431– 8301 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHXXXXXXX XXXXXXX AND WXXXXXXX INC., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 170,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due June 8, 2022 2018 of Western Magnesium CorporationHxxxxxxx Xxxxxxx and Wxxxxxxx, Inc., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. Warrant Shares: ● Issuance 40,000,000 Initial Exercise Date: ●June 8, 2021 2016 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 S060816 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] received, SOUTHRIDGE PARTNERS II LP, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, 203) 431– 8301 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATION, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ 80,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10Note due Novemaber 19, 2022 2017 of Western Magnesium CorporationHarrisxx Xxxxxxx xxx Xatermxx, Xxx., a Delaware Nevada corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this DebentureNote, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture Note to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ * Interest Amount to be Converted: $_______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ Or DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ * Interest on Principal Amount of $____________ for period of ______________ through ________________. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE CLASS A WARRANT HARRISXX XXXXXXX XXX XATERMXX XXX. Warrant Shares: ● Issuance 260,000,000 Initial Exercise Date: ●November 19, 2021 2015 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 A6 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”)received, with an address atALPHA CAPITAL ANSTALT, Lettstxxxxx 00, 0000 Xxxxx, Xxxxcipality of Liechtenstein Fax: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its + 423 230 00 00 xx xxs assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WESTERN MAGNESIUM CORPORATIONHARRISXX XXXXXXX XXX XATERMXX XXX., a Nevada corporation incorporated under the laws of Delaware (the “Company”), up to _________ 260,000,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. These Warrants are issued subject The purchase price of one share of Common Stock under this Warrant shall be equal to the terms and conditions appended hereto Exercise Price, as Schedule “A”defined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)