NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (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, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)
NOTICE OF CONVERSION. (To be Executed by the Registered Holder in order to Convert the Series D Preferred Stock) The undersigned hereby irrevocably elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Series D Preferred Stock, represented by stock certificate No(s). (the “Series D Preferred Stock to be issued pursuant to the conversion Certificates”), into shares of the Note common stock (“Common Stock”) as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Environmental Tectonics Corporation (the “BorrowerCorporation”), ) according to the conditions of the promissory note Statement With Respect to Shares of the Borrower dated as of April 30, 2021 (the “Note”)Series D Convertible Preferred Stock, as of the date written below. If 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. No fee will be charged to the Holder holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] A copy of each Series D Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). [The Borrower Corporation shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee (which is ) with DTC through its Deposit Withdrawal Agent Commission system System (“DWAC DTC Transfer”).] The undersigned acknowledges that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series D Preferred Stock may only be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act. Name o [In lieu of receiving the shares of Common Stock issuable pursuant to this Notice of Conversion by way of DTC Prime Broker: Account Number: [ ] The Transfer, the undersigned hereby requests that the Borrower Corporation issue a certificate or and deliver to the undersigned physical certificates for the number of representing such 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 heretoStock.] Date of Conversion: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the NoteIssued: Amount of Principal Balance Due remaining Under the Note after this conversion_______________________________ [Holder] By: Name: Title: DateAddress: THIS PIGGY-BACK REGISTRATION RIGHTS This SECURITY AGREEMENT (this “Agreement”), dated ) is made and entered into as of April 3024, 20212009, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation among ENVIRONMENTAL TECTONICS CORPORATION (the “CompanyBorrower”), ENTERTAINMENT TECHNOLOGY CORPORATION (the “Guarantor” and, together with the Borrower, the “Debtors”), and Labrys Fund, LP, a Delaware limited partnership X.X. XXXXXXX (the “HolderLender”), in connection with the transactions contemplated by that certain Secured Credit Facility and Warrant Purchase Agreement of even date herewith by and between the Borrower and the Lender (the “Purchase Agreement”). The Company and Capitalized terms used but not otherwise defined herein shall have the Holder are hereinafter sometimes collectively referred meanings assigned to as them in the “Parties” and each a “Party” to this Purchase Agreement.
Appears in 1 contract
Samples: Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics 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 amount of the Note (defined below) into that number of shares of Common Series B Convertible Preferred Stock to be issued pursuant to indicated below, into shares of common stock, par value $.00001 per share (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC.BioNeutral Group, Inc., a Delaware Nevada corporation (the “BorrowerCompany”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to By tendering this Notice of Conversion Conversion, the undersigned hereby covenants to comply with the account prospectus delivery requirements under the Securities Act of 1933, as amended, applicable to it with respect to resales of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission 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 issuable upon the conversion requested hereby pursuant to a registration statement and, in connection therewith, covenants that, unless otherwise specified below, such shares have been or are based on the Holder’s calculation attached hereto) intended to be sold in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable ordinary brokerage transactions. Date to Effect Conversion Price: $ Number of Shares shares of Preferred Stock owned prior to Conversion Number of shares of Preferred Stock to be Converted Stated Value of shares of Preferred Stock to be Converted Number of shares of Common Stock to be Issued Pursuant Applicable Conversion Price Number of shares of Preferred Stock subsequent to Conversion of the NoteSignature Name Address Accepted and Agreed: Amount of Principal Balance Due remaining Under the Note after this conversion: BioNeutral Group, Inc. By:_____________________________________ Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”)Series D Convertible Preferred Stock, dated as to consist of April 30, 2021, is made by 231,100 shares of the 5,000,000 Authorized shares of Preferred Stock; and between RespireRx Pharmaceuticals Inc., a Delaware corporation (have the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.following terms:
Appears in 1 contract
Samples: Agreement to Assign and Settle Debt (BioNeutral Group, Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Convertible Note due June 23, 2016 of the Note (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 belowAccelerated Pharma, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals 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 Labrys Fundis 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, LPexcept for such transfer taxes, a Delaware limited partnership 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 Note, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus deliver), requirements under the 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: Address for Delivery of Common Stock Certificates: DWAC Instructions: Broker No. Account No: 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, 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 50I(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] 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 the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from Accelerated Pharma, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for 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 extent that the Company has reserved such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined 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 amount under the 8% Original Issue Discount Senior Secured Convertible Debenture due April 1, 2016 of Legend Oil and Gas, Ltd., a Colorado corporation (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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: 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 heretoto be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to Certificates: DWAC Instructions: Broker No: Account No: The 8% Original Issue Discount Senior Secured Convertible Debentures due on April 1, 2016 in the aggregate principal amount of $448,000 are issued by Legend Oil and Gas, Ltd., a Colorado corporation. This Conversion Schedule reflects conversions made under Section 4 of the Noteabove referenced Debenture. Dated: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as 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. Warrant Shares: 117,600,000 Initial Exercise Date: May 29, 2014 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. 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 May 29, 2014 (the “Initial Exercise Date”) and on or prior to the close of April 30business on the five (5) year anniversary of the Share Reservation Date (the “Termination Date”) but not thereafter, 2021to subscribe for and purchase from Legend Oil and Gas, is made by and between RespireRx Pharmaceuticals Inc.Ltd., a Delaware Colorado corporation (the “Company”), and Labrys Fundup to 117,600,000 shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock, provided that, in the event that the Share Reservation Date shall not occur, the Termination Date of this Warrant shall be May 29, 2024. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Legend Oil & Gas, Ltd.)
NOTICE OF CONVERSION. (To be executed by the Registered Holder in order to convert the Note) The undersigned hereby elects to convert $ principal amount $___of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion principal and $___of the interest due on the Note (“Common Stock”) as set forth belowissued by VoIP, Inc. on ___, 2005 into Shares of RESPIRERX PHARMACEUTICALS INC.Preferred Stock of VoIP, a Delaware corporation (the “Borrower”), Inc. according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “set forth in such 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 instructionsDate of Conversion: [ ] 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: 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: Applicable Conversion Price: $ Number of Shares of Common Preferred Stock to be Issued Pursuant to Beneficially Owned on the Conversion Date: Less than 5% of the Noteoutstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Print Name: TitleAddress: THIS 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 VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. No. Issue Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 302005 VOIP, 2021, is made by and between RespireRx Pharmaceuticals Inc.INC., a Delaware corporation organized under the laws of the State of Texas (the “Company”), and Labrys Fundhereby certifies that, LPfor value received, a Delaware limited partnership WQN, Inc., 10000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, 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 August 1, 2010 (the “Expiration Date”), up to 5,000,000 fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.001. 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 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 Holder are hereinafter sometimes collectively referred to as meanings set forth in that certain asset purchase agreement (the “Parties” Asset Purchase Agreement”), of even date herewith, entered into by the Company and each a “Party” to this Agreement.Holder. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
Samples: Asset Purchase Agreement (WQN, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleAddress: Date: THE HOLDER OF THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this “Agreement”THE "SECURITIES ACT"), dated as OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to certify that, for value received, Xxxx Xxxxxx (the "Optionee") is entitled to purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of April 301,000,000 shares ("Option Shares") of the Company's common stock, 2021par value $0.0001 (the "Common Stock"), at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ the principal amount of under the Secured Convertible Promissory Note due [●], 2025 (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common StockNote”) as set forth belowof Rxxx’x, of RESPIRERX PHARMACEUTICALS INC.Inc, a Delaware corporation (the “Borrower”), into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Borrower according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. No fee will be charged Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Notes. By the delivery of this Notice of Conversion, except as otherwise noted below, the undersigned represents and warrants to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit that its ownership of the Common Stock issuable pursuant to in connection with this Notice of Conversion to conversion does not exceed the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission 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 heretoamounts specified under Section 5(b) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note. Conversion Date: Principal Amount of Principal Balance Due remaining Under the Note after this conversionto be Converted: DTC Account Delivery Instructions: Wire Instructions (for cash payments): Other Matters: Updated Conversion/PIK Schedule Attached. By: Name: Title: DateDated: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT Reference is made to the Secured Convertible Promissory Notes due [●], 2025 (this as amended, amended and restated, supplemented or otherwise modified from time to time, the “AgreementNotes”), dated as of April 30issued by Rxxx’x, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “CompanyBorrower”), and Labrys FundWilmington Savings Fund Society, LPFSB, as holder representative and collateral agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Notes. The Borrower hereby (a) acknowledges the Notice of Conversion dated [___], (b) certifies that the shares of Common Stock [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 Borrower 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 _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Borrower and acknowledged and agreed to by ________________________. RXXX’X, INC., as Borrower a Delaware limited partnership corporation By: Name: Title: Subject to the terms of the Notes, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ the “Holder”)entire principal amount of ☐ $ ____________* aggregate principal amount of the Note identified by Certificate No. _______________. The Company and undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Holder are hereinafter sometimes collectively referred to as Paying Agent before the “Parties” and each a “Party” to this Agreement.Fundamental Change Repurchase Price will be paid. By: Name: Title:
Appears in 1 contract
Samples: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)
NOTICE OF CONVERSION. (To be executed by the Holder in order to convert the Note) The undersigned hereby elects to convert $ principal amount of the Note (defined below) issued by SYS on , 200 into that number of shares Shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), SYS according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “set forth in such 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 EXHIBIT B Letter 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: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares Transmittal B LETTER OF TRANSMITTAL To Tender Shares of Common Stock set forth below of POLEXIS, INC. In Exchange for Cash and Units of SYS Name and Address of Registered Owner of Shares and Number of Shares Owned of Record by such Registered Owner: [label with address and number of shares] PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL Please note that this letter of transmittal ("Letter of Transmittal") applies only to the certificated shares of Polexis Common Stock ("Polexis Stock") owned in your name as the registered owner. According to Polexis's records, the total number of certificated shares of Polexis Stock of which numbers you are based the registered owner is printed on the Holder’s calculation attached hereto) above label. If you own shares of Polexis Stock other than those included in the name(sabove total which are held in another name or in another capacity (for example, as trustee) specified immediately below oryou must submit a separate Letter of Transmittal for such other shares. Please mail or hand deliver this Letter of Transmittal and your stock certificates to SYS, at the following address: The merger of Polexis, Inc. ("Polexis") with Shadow Research International, Inc. ("Subcorp"), a Delaware corporation and wholly owned subsidiary of SYS ("SYS"), was completed on , 2004, in accordance with the terms of the Agreement and Plan of Merger dated , 2004, among SYS, Polexis, Subcorp and certain Polexis stockholders (the "Merger"). In order to receive the consideration to be paid for your shares of Polexis Stock in the Merger, you now need to surrender to SYS the certificates representing such shares, which you should list below. For each share of Polexis Stock listed below, you will receive . The following certificates are attached to this Letter of Transmittal (if additional space is necessaryrequired, on an attachment hereto: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.attach signed rider):
Appears in 1 contract
Samples: Merger Agreement (Sys)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the 10% Secured Subordinated Convertible Promissory Note, due October 6, 2021 of Innocap, Inc.., a Nevada corporation (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock, $0.001 par value per share (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned or its nominee agrees to comply with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Name Conversion calculations: Date to Effect Conversion: Principal Amount of DTC Prime BrokerNote to be Converted: Account Number: 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: Delivery Instructions: The undersigned Company hereby requests (a) acknowledges this Notice of Conversion, (b) certifies that the Borrower issue a certificate or certificates for the above indicated number of shares of Common Stock set forth below [are][are not] eligible to be resold by the Holder either (which numbers are based on i) pursuant to Rule 144 (subject to the Holder’s calculation attached heretoexecution and delivery to the Company of a customary Ru;e 144 representation letter) in the name(sor (ii) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares effective and available registration statement covering such shares of Common Stock and (c) hereby directs _________________ to be Issued Pursuant issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversionby ________________________. By: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”)This Conversion Schedule is part of, dated as of April 30and reflects conversions made under Section 4 of, the 10% Secured Subordinated Convertible Promissory Note, due on October 6, 2021, is made in the original principal amount of $1,111,000 issued by and between RespireRx Pharmaceuticals Innocap, Inc., a Delaware corporation (the “Company”Nevada corporation. Dated: Subject to compliance with Section 6(a), the Company may redeem any portion of the principal amount of this Note, any accrued and Labrys Fundunpaid interest, LPand any other amounts due under this Note in accordance with the following formulae: if the Company exercises its right to redeem the Note, a Delaware limited partnership (the “Holder”). The Company and shall make payment to the Holder are hereinafter sometimes collectively referred of (i) an amount in cash equal to as the “Parties” product of (x) the sum of the principal amount of this Note and each a “Party” any accrued and unpaid interest and (y) 110%, if such voluntary redemption occurs on or before December 5, 20201, (ii) an amount in cash equal to the product of (x) the sum of the principal amount of this AgreementNote and any accrued and unpaid interest and (y) 115%, if such voluntary prepayment occurs after December 5, 2020 and before January 4, 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 January 4, 2021 and before February 3, 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 February 3, 2021 and before March 5, 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 March 5, 2021 and before April 4, 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 April 4, 20216 and before the Maturity Date.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Series B 10% Unsecured Convertible Redeemable Debenture due August ___, 2014 of the Note (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, of RESPIRERX PHARMACEUTICALS INC.Trunity Holdings Inc., a Delaware corporation (the “BorrowerCompany”) in the original principal amount of $__________ (the "Debenture"), into Units of the Company, each Unit consisting of one share of Common Stock and a Warrant to purchase a share of Common Stock for $.40 per share, according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If shares of Common Stock and Warrants 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Capitalized terms not otherwise defined herein shall have the meanings set forth in the Debenture. Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock issuable pursuant to this Notice __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)at Issue. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number 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 heretoand Warrants to be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to and Warrant Certificates: Or DWAC Instructions: Broker No: Account No: The Series B 10% Unsecured Convertible Redeemable Debenture due on August ___, 2014 in the original principal amount of $____________ is issued by Trunity Holdings Inc., a Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: above referenced Debenture. NEITHER THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT WARRANT NOR THE WARRANT STOCK (this AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AgreementACT”), dated as of April 30OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT. _______ Shares ___________, 2021_____ FOR VALUE RECEIVED, is made by and between RespireRx Pharmaceuticals Inc.TRUNITY HOLDINGS, INC., a Delaware corporation (the “Company”), and Labrys Fundhereby certifies that _____________, LP, a Delaware limited partnership an individual (the “Holder”) is entitled, subject to the provisions of this warrant (“Warrant”). The , to purchase from the Company and the Holder are hereinafter sometimes collectively referred up to as 50,000 shares of common stock (the “Parties” Common Shares”), par value $0.0001 per share (the “Common Stock”), of the Company at an exercise price per Common Share equal to $0.40 per Common Share (the “Exercise Price”), during the period commencing on the date hereof and each a “Party” to this Agreementexpiring at 5:00 P.M., Eastern Standard time, on ____________, _______.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ the principal amount of under the Secured Convertible Promissory Note due May 9, 2025 (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common StockNote”) as set forth belowof Rxxx’x, of RESPIRERX PHARMACEUTICALS INC.Inc, a Delaware corporation (the “Borrower”), into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Borrower according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. No fee will be charged Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Notes. By the delivery of this Notice of Conversion, except as otherwise noted below, the undersigned represents and warrants to the Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit that its ownership of the Common Stock issuable pursuant to in connection with this Notice conversion (including as part of Conversion to any Interest Make-Whole Payment) does not exceed the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission 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 heretoamounts specified under Section 5(b) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note. Principal Amount to be Converted: Amount of Principal Balance Due remaining Under the Note after this conversionDTC Account Delivery Instructions: Wire Instructions (for cash payments): Other Matters: Updated Conversion/PIK Schedule Attached. By: Name: Title: DateDated: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT Reference is made to the Secured Convertible Promissory Notes due May 09, 2025 (this as amended, amended and restated, supplemented or otherwise modified from time to time, the “AgreementNotes”), dated as of April 30issued by Rxxx’x, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “CompanyBorrower”), and Labrys FundWilmington Savings Fund Society, LPFSB, as holder representative and collateral agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Notes. The Borrower hereby (a) acknowledges the Notice of Conversion dated [___], (b) certifies that the shares of Common Stock [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 Borrower 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 _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Borrower and acknowledged and agreed to by ________________________. RXXX’X, INC., as Borrower a Delaware corporation By: Name: Title: Subject to the terms of the Notes, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ the entire principal amount of ☐ $ __________* aggregate principal amount of the Note identified by Certificate No. ________________. The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. (Legal Name of Holder) By: Name: Title: This Conversion/PIK Schedule is part of, and reflects conversions made under Section 4 of and PIK Interest paid on, the Secured Convertible Promissory Note, due on May 9, 2025, in the original principal amount of $[●]9 issued by Rxxx’x, Inc., a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreementcorporation.
Appears in 1 contract
Samples: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)
NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of CMS Energy Trust I The undersigned owner of these Preferred Securities hereby elects irrevocably exercises the option to convert $ principal amount these Preferred Securities, or the portion below designated, into Common Stock, $.01 par value, of CMS ENERGY CORPORATION (the "CMS Energy Common Stock") in accordance with the terms of the Note Amended and Restated Trust Agreement (defined below) into that number the "Trust Agreement"), dated as of shares _________, 1997, by Alan X. Xxxxxx xxx Thomxx X. XxXxxx, xx Regular Trustees, The Bank of Common Stock New York (Delaware), as Delaware Trustee, The Bank of New York, as Property Trustee, CMS Energy Corporation, as Depositor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the conversion Trust Agreement. Pursuant to the aforementioned exercise of the Note option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (“Common Stock”as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Preferred Securities set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation in the Trust Agreement) and (the “Borrower”), according to the conditions ii) immediately convert such Debentures on behalf of the promissory note undersigned, into CMS Energy Common Stock (at the conversion rate specified in the terms of the Borrower dated as of April 30, 2021 (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 Agent Commission 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 Preferred Securities 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Trust Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the Holder name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are hereinafter sometimes collectively referred to as be issued in the “Parties” and each name of a “Party” to this person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Trust Agreement.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, Xxxxxx Xxxxxxxx (the "Optionee") is entitled to Conversion purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 3,000,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of April 30, 2021, execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (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 belowOriginal Issue Discount Senior Secured Convertible Debenture due September 9, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation 2026 (the “BorrowerDebenture”) of Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership into shares of common stock (the “HolderCommon Stock”), of the Company according to the conditions hereof, as of the date written below. The 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 the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. Capitalized terms not defined herein shall have the meaning as set forth in the Debenture. 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 the Company that, after giving effect to the conversion of the Debenture contemplated below, its beneficial ownership of the Common Stock does not exceed the amounts specified under Section 4(d) of the Debenture, as determined in accordance with Section 13(d) of the Exchange Act. Aggregate accrued and unpaid Interest, and accrued and unpaid Late Fees with respect to such portion of the aggregate principal and such aggregate Interest to be converted: AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: Conversion Price: ☐ If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder are hereinafter sometimes collectively referred is electing to use the following Alternate Conversion Price:____________ Please issue the Common Stock into which the Debenture is being converted to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the “Parties” following name and each a “Party” to this Agreement.the following address: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Date: _____________ __, _____ Name of Registered Holder By: Name: Title: Tax ID: E-mail Address:
Appears in 1 contract
Samples: Convertible Security Agreement (Nauticus Robotics, Inc.)
NOTICE OF CONVERSION. To: [Name of Bank], As Conversion Agent Citizens Utilities Capital L.P. The undersigned owner of these Partnership Preferred Securities hereby elects irrevocably exercises the option to convert $ principal amount of these Partnership Preferred Securities, or the Note (defined below) portion below designated, into that number of shares of Common Stock to be issued pursuant to Stock, Series A, par value $.25 per share, of CITIZENS UTILITIES COMPANY ("Common Stock") in accordance with the conversion terms of the Note (“Common Stock”) as set forth below, Amended and Restated Agreement of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Limited Partnership (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “"Limited Partnership Agreement”"), dated as of April 30_________ ___, 20211995, is made by and between RespireRx Pharmaceuticals Inc.among Citizens Utilities Company, a Delaware corporation (as the “Company”)general partner, ____________, as initial limited partner, and Labrys Fundsuch other Persons (as defined therein) who become Limited Partners (as defined therein) as provided in the Limited Partnership Agreement. Pursuant to the aforementioned exercise of the option to convert these Partnership Preferred Securities, LPthe undersigned hereby directs the Conversion Agent (as that term is defined in the Limited Partnership Agreement) to (i) exchange such Partnership Preferred Securities for a portion of the Convertible Debentures (as that term is defined in the Limited Partnership Agreement) held by the Limited Partnership (as such term is defined in the Limited Partnership Agreement) (at the rate of exchange specified in the Limited Partnership Agreement) and (ii) immediately convert such Convertible Debentures on behalf of the undersigned, a Delaware limited partnership into Common Stock (at the “Holder”conversion rate specified in the Limited Partnership Agreement). The Company undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the Holder name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are hereinafter sometimes collectively referred to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. This Notice of Conversion and any action taken hereunder shall be governed by the terms of the Limited Partnership Agreement. Date: ____________, ____ in whole __ in part Number of Partnership Preferred Securities to be converted: ___________________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ANNEX B NOTICE OF DISTRIBUTION ELECTION TO: _________________, As Election Agent Citizens Utilities Capital L.P. The undersigned owner of ____% Convertible Partnership Preferred Securities (liquidation preference $50 per preferred security) (the "Partnership Preferred Securities"), issued pursuant to the Amended and Restated Agreement of Limited Partnership (the "Limited Partnership Agreement"), dated as of ___________ ___, 1995, by and among Citizens Utilities Company, as the “Parties” general partner, ____________, as initial limited partner, and each a “Party” such other Persons (as defined therein) who become Limited Partners (as defined therein) as provided in the Limited Partnership Agreement, hereby irrevocably elects to receive, in the form prescribed below, Distributions (as such term is defined in the Limited Partnership Agreement) due and payable to the undersigned on the four Distribution Payment Dates (as such term is defined in the Limited Partnership Agreement) occurring after the Election Period during which this Agreement.Notice of Distribution Election is being submitted. The Undersigned, as Holder of [NUMBER OF PARTNERSHIP PREFERRED SECURITIES HELD] Partnership Preferred Securities, elects to receive payment of Distributions due and payable on the next four Distribution Payment Dates in the form: Choose one:
Appears in 1 contract
Samples: Limited Partnership Agreement (Citizens Utilities Capital L P)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Original Issue Discount Secured Convertible Note due ___________ of Innovation1 Biotech, Inc. (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. No fee will be charged to By 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 delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4(e) of this Note, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleDWAC Instructions: DateBroker No: Account No: NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as of April 30AND, 2021ACCORDINGLY, 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: _________ Initial Exercise Date: November __, 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP or its assigns (the “Holder”) is made by entitled, upon the terms and between RespireRx Pharmaceuticals 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 5:00 p.m. (New York City time) on November____, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation1 Biotech, Inc., a Delaware Nevada corporation (the “Company”), and Labrys Fundup to _____________shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovation1 Biotech Inc.)
NOTICE OF CONVERSION. The undersigned hereby In order for a Holder of Series E Preferred Stock to convert shares of Series E Preferred Stock into shares of Common Stock, such Holder shall (a) provide written notice to the Corporation that such Holder elects to convert $ principal amount all or any number of such Holder’s shares of Series E Preferred Stock on the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. The Notice of Conversion shall state the Holder’s name or the names of the Note (defined below) into that number of nominees in which the Holder wishes the shares of Common Stock to be issued pursuant issued. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. The “Conversion Date” with respect to any conversion of Series E Preferred Stock hereunder (or the date on which any such conversion shall be deemed effective), shall be the date on which the Notice of Conversion with respect to such conversion is delivered to the Corporation. The shares of Common Stock issuable upon conversion of the Note specified shares of Series E Preferred Stock in a Notice of Conversion shall be deemed to be outstanding of record as of the Conversion Date with respect to such Notice of Conversion. Not later than two (“Common Stock”2) as set forth below, Trading Days following the Conversion Date with respect to any conversion of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Series E Preferred Stock hereunder (the “BorrowerShare Delivery Date”), according to the conditions Corporation shall cause the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 upon conversion of the shares of Series E Preferred Stock specified in the applicable Notice of Conversion to be transmitted by the account of Corporation’s transfer agent to the undersigned Holder or its nominee nominee’s balance account with DTC The Depository Trust Company through its Deposit Withdrawal Agent Commission system System, provided that at least one of the following two conditions is met as of the Conversion Date: (1) there is an effective registration statement permitting the issuance of the shares of Common Stock issuable upon conversion of the shares of Series E Preferred Stock specified in the Notice of Conversion or the resale of such shares of Common Stock by the Holder and (2) the shares of Common Stock issuable upon conversion of the shares of Series E Preferred Stock specified in the Notice of Conversion are eligible for resale by the Holder pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “DWAC TransferDelivery Conditions”); provided, that solely in the case that neither of the DWAC Delivery Conditions is met as of the Conversion Date, the Corporation shall cause the shares of Common Stock issuable upon conversion of the shares of Series E Preferred Stock specified in the Notice of Conversion to be transmitted by no later than the Share Delivery Date by the Corporation’s transfer agent to the account of the Holder or its nominee by book entry transfer, and shall cause the Transfer Agent to deliver to the Holder evidence of such book entry transfer by no later than the Share Delivery Date. Name In addition, upon delivery of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that any Notice of Conversion to the Borrower issue Corporation by a certificate Holder, by no later than the Share Delivery Date, the Corporation shall (i) pay in cash to the Holder such amount as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (ii) pay all declared but unpaid dividends on the shares of Series E Preferred Stock so converted. If the Corporation fails for any reason to cause delivery to the Holder or certificates its nominee of the shares of Common Stock issuable upon a conversion of Series E Preferred Stock in accordance with this Section 5.3.1 on or prior to the applicable Share Delivery Date, the Corporation shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable pursuant to such conversion (based on the number of shares of Common Stock set forth below (which numbers are based issuable pursuant to such conversion and the VWAP of the Common Stock on the Holder’s calculation attached heretoapplicable Conversion Date), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares for each Trading Day after such Share Delivery Date until such shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and are delivered or the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreementrescinds such conversion.
Appears in 1 contract
Samples: Debt Exchange Agreement (Eastside Distilling, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the 5% Convertible Debenture of Logicom Inc., a Nevada corporation (the Note “Company”), due on January 31, 2006, into units (defined below) into that number each a “Unit”), with each Unit consisting of shares one share of Common Stock to be issued pursuant to common stock, par value $0.001 per share (the conversion of the Note (“Common Stock”) as set forth below, and one-half of RESPIRERX PHARMACEUTICALS INC., one share purchase warrant (with each whole warrant being a Delaware corporation (the “BorrowerWarrant”), of the Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If Units 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Each Warrant shall entitle the Holder to applicable instructions: [ ] The Borrower shall electronically transmit the purchase one share of Common Stock issuable pursuant at an exercise price of $1.00 for a period of 36 months from the date of issue. The undersigned agrees to this Notice of Conversion to comply with the account prospectus delivery requirements under the applicable securities laws in connection with any transfer of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)aforesaid shares of Common Stock. Name Conversion calculations: Date to Effect Conversion: Principal Amount of DTC Prime BrokerDebentures to be Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number 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 heretoto be issued: Applicable Conversion Price: $ Number of Shares of Common Stock Warrants to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: Title: DateAddress: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”)IS TO CERTIFY THAT _____________________, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company ) of ________________, has the right to purchase, upon and subject to the Holder are terms and conditions hereinafter sometimes collectively referred to, up to as _______________ fully paid and non-assessable common shares (the “PartiesShares”) in the capital of Logicom, Inc. (hereinafter called the “Company”) on or before _______ p.m. (__________ time) on ______________, 2008 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of US$0.84 on the terms and conditions attached hereto as Appendix “A” (the “Terms and each a “Party” to this AgreementConditions”).
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Original Issue Discount Secured Convertible Note due October 13, 2024 of Innovation1 Biotech, Inc. (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. No fee will be charged to By 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 delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4(e) of this Note, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleDWAC Instructions: DateBroker No: Account No: NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as of 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: 1,372,549 Initial Exercise Date: April 3013, 20212024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP or its assigns (the “Holder”) is made by entitled, upon the terms and between RespireRx Pharmaceuticals 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 5:00 p.m. (New York City time) on April 13, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation1 Biotech,Inc., a Delaware Nevada corporation (the “Company”), and Labrys Fundup to 1,372,549 shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovation1 Biotech Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 of Legend Oil and Gas, Ltd., a Colorado corporation (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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, $_____ of Interest Accrued on Account of Conversion at Issue. 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 heretoto be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to Certificates: DWAC Instructions: Broker No: Account No: The 8% Original Issue Discount Senior Secured Convertible Debentures due on December 1, 2014 in the aggregate principal amount of $1,008,000 are issued by Legend Oil and Gas, Ltd., a Colorado corporation. This Conversion Schedule reflects conversions made under Section 4 of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: above referenced Debenture. NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as 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. Warrant Shares: _______ Initial Exercise Date: May _, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 May ___, 2013 (the “Initial Exercise Date”) and on or prior to the close of April 30business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, 2021to subscribe for and purchase from Legend Oil and Gas, is made by and between RespireRx Pharmaceuticals Inc.Ltd., a Delaware Colorado corporation (the “Company”), and Labrys Fundup to ______ shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Legend Oil & Gas, Ltd.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount principal, accrued but unpaid interest and/or any of amounts due under the 12% Senior Secured Convertible Promissory Note due September 29, 2016 of Amarantus Bioscience Holdings, Inc., a Nevada corporation (defined below) the “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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 Note to be Converted: 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 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleDelivery Instructions: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”)This 12% Senior Secured Convertible Promissory Note due on September 29, dated as 2016 in the original principal amount of April 30$[_______] is issued by Amarantus Bioscience Holdings, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion (the “Company”)or for first entry, and Labrys Fund, LP, a Delaware limited partnership Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (the “Holder”). The or original Principal Amount) Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Attest
Appears in 1 contract
Samples: Exchange Agreement (Amarantus Bioscience Holdings, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to certify that, for value received, Xxxxxxx Xxxxxxxxx on behalf of a corporation to be Issued Pursuant incorporated (the "Optionee") is entitled to Conversion purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 8,000,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of April 30, 2021, execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount principal, accrued but unpaid interest and/or any of amounts due under the 3% Senior Convertible Promissory Note due July 25, 2019 of Terra Tech Corp., a Nevada corporation (defined below) the “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as By the delivery of this Notice of Conversion, the undersigned represents and warrants to applicable instructions: [ ] The Borrower shall electronically transmit the Company that its ownership of the Common Stock issuable does not exceed the amounts specified under Section 4 of this Note, 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 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 this Notice an effective registration statement. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: 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 the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). Name of DTC Prime Brokerbe Converted including Late Fees: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number _____________________________________ 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversion_______________________________ Signature: Name: TitleDelivery Instructions: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement._____________________________________
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Senior Convertible Debenture due November 21, 2023 of SIGYN THERAPEUTICS INC. (the “Company”), into shares of common stock (the “Common Stock”), of the Note (defined Company according to the conditions hereof, as of the dxxx written below) into that number of . If shares of Common Stock are to be issued pursuant to in the conversion name of a person other than the Note (“Common Stock”) undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (reasonably requested by the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written belowCompany in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Dxxx to Effect Conversion: Principal Amount of Debenture to be Converted: $145,200 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 heretoto be issued: Applicable Conversion Price968,000 Signature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to Conversion of the NoteCertificates: Amount of Principal Balance Due remaining Under the Note after this conversionOr DWAC Instructions: Name: Title: Date: Broker No:________________________ Account No:_________________________________ NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933. AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as of April 30AND, 2021ACCORDINGLY, 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: 968.000 Initial Exercise Date: November 21, 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cxxxx XxXxxxx or his assigns (the “Holder”) is made by entitled, upon the terms and between RespireRx Pharmaceuticals Inc.subject to the limitations on exercise and the conditions hereinafter set forth, a Delaware corporation at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2027 (the “Termination Date’”) but not thereafter, to subscribe for and purchase from SIGYN THERAPEUTICS INC. (the “Company”), and Labrys Fundup to 968,000 shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Sigyn Therapeutics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleAddress: Date: THE HOLDER OF THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this “Agreement”THE "SECURITIES ACT"), dated as OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to certify that, for value received, Xxxxxx Xxx (the "Optionee") is entitled to purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of April 308,000,000 shares ("Option Shares") of the Company's common stock, 2021par value $0.0001 (the "Common Stock"), at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of of, and/or Interest and Additional Amounts (if any) accrued on, the 3.75% Senior Exchangeable Convertible Note (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, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made issued by and between RespireRx Pharmaceuticals Inc., a Delaware corporation CDC CORPORATION (the “Company”) into common shares (“Common Shares”) of the Company according to the terms and conditions of the Note. 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 Shares as determined pursuant to the provisions of Section 9(e) of the Note. Date of Conversion: Principal Amount of Note to be Converted: Amount of Interest to be Converted: Additional Amounts to be Converted: Common Shares to be Issued: Name of Holder: Address: Signature: 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 ) FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and Labrys Fund, LPtransfer(s) unto Please print or typewrite name and address including zip code of assignee the within Note (or if less than the entire principal amount of the Note, a Delaware limited partnership 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 amended (the “HolderSecurities Act”). The Company and ) or (ii) two years after the Holder are hereinafter sometimes collectively referred to as date of the “Parties” and each a “Party” to original issuance of this Agreement.Note or the last date on which the Note was held by an Affiliate of the Company, the 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 amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.VG Energy, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to certify that, for value received, Xxxxxxx Xxxxxxxxx on behalf of a corporation to be Issued Pursuant incorporated (the "Optionee") is entitled to Conversion purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 800,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc.$0.083 per share ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Senior Secured Original Issue Discount Convertible Debenture due _____, 2019 of the Note (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 belowRennova Health, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of 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 Labrys Fundis delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, LPexcept for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to 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 securities laws in connection with any transfer of the aforesaid shares of Common Stock. Date to Effect Conversion: Principal Amount of Debenture to be Converted: Applicable Conversion Price: Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: DWAC Instructions: Broker No:______________ Account No:_____________ The Senior Secured Original Issue Discount Convertible Debentures due on ________ in the aggregate principal amount of $____________ are issued by Rennova Health, Inc., a Delaware limited partnership corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. EXHIBIT C 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 THE “HolderSECURITIES 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. The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.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: _______ Initial Exercise Date: August __, 2017
Appears in 1 contract
Samples: Securities Purchase Agreement (Rennova Health, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Convertible Note of the Note (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 belowUS Highland, of RESPIRERX PHARMACEUTICALS INC.Inc., a Delaware an Oklahoma corporation (the “BorrowerCompany”), according to the conditions due on ____________________, 201___, into shares of the promissory note of the Borrower dated as of April 30, 2021 Company’s common stock (the each a “NoteShare”), ) as of the date written below. The undersigned will pay all transfer taxes, intangible or other taxes payable with respect hereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for . The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any 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 Agent Commission system (“DWAC Transfer”)aforesaid Shares. Name Conversion calculations: Date to Effect Conversion: Principal Amount of DTC Prime BrokerNote to be Converted: Account NumberAccrued Interest to be Converted: [ ] 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: Title: DateAddress: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT WARRANT (this “AgreementWarrant”) certifies that, for value received, Brookstone Partners LLC. or its registered assigns (the “Holder” or “Holders”), dated as is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on June 1, 2015, to subscribe for, purchase, and receive 212,500 shares (the “Shares”) of April 30fully paid and non-assessable common stock, 2021par value $0.001 (the “Common Stock”) of US Highland, is made by and between RespireRx Pharmaceuticals Inc., a Delaware an Oklahoma corporation (the “Company”), and Labrys Fund, LP, . This Warrant is exercisable to purchase the Shares at the lower of: (i) a Delaware limited partnership price of $0.20 per share or (ii) 75% of the average Closing Bid Price for the thirty Trading Days immediately preceding the Exercise Date (the “HolderExercise Price”). The Company number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on June 1, 2015, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject to the terms set forth herein, this Warrant may be assigned by the Holder are hereinafter sometimes collectively referred in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all subject to as the “Parties” and each a “Party” to this Agreementterms hereof.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, M. Xxxxx Xxxxxx Xxxxxx (the "Optionee") is entitled to Conversion purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 10,000,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of April 30, 2021, execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of United Rentals Trust I The undersigned owner of these Trust Securities hereby elects irrevocably exercises the option to convert $ principal amount these Trust Securities, or the portion below designated, into Common Stock of UNITED RENTALS HOLDINGS, INC. (the "United Rentals Common Stock") in accordance with the terms of the Note Amended and Restated Trust Agreement (defined below) into that number the "Trust Agreement"), dated as August 5, 1998, by United Rentals Holdings, Inc., as Depositor, The Bank of shares New York, as Property Trustee, The Bank of Common Stock New York (Delaware), as Delaware Trustee and the Administrative Trustees named therein and by the Holders, from time to time of individual beneficial interests in the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Trust Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Trust Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into United Rentals Common Stock (at the conversion rate specified in the terms of the Trust Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If 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. Any holder of Preferred Securities, upon the exercise of its conversion rights in accordance with the terms of the Trust Agreement and the Preferred Securities, agrees to be bound by the terms of the Registration Rights Agreement relating to the United Rentals Common Stock issuable upon conversion of the Note (“Common Stock”) as set forth belowPreferred Securities. Date: ____________, ____ in whole __ in part __ Number and type of RESPIRERX PHARMACEUTICALS INC.Trust Securities to be converted: _______________________ If a name or names other than the undersigned, a Delaware corporation (please indicate in the “Borrower”), according to spaces below the conditions name or names in which the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 United Rentals 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: 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion issued, along with the address or addresses of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT such person or persons ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ Signature (this “Agreement”)for conversion only) Please Print or Typewrite Name and Address, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”)Including Zip Code, and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Social Security or Other Identifying Number
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby In order for a Holder of Series D Preferred Stock to convert shares of Series D Preferred Stock into shares of Common Stock, such Holder shall (a) provide written notice to the Corporation that such Holder elects to convert $ principal amount all or any number of such Holder’s shares of Series D Preferred Stock on the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. The Notice of Conversion shall state the Holder’s name or the names of the Note (defined below) into that number of nominees in which the Holder wishes the shares of Common Stock to be issued pursuant issued. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. The “Conversion Date” with respect to any conversion of Series D Preferred Stock hereunder (or the date on which any such conversion shall be deemed effective), shall be the date on which the Notice of Conversion with respect to such conversion is delivered to the Corporation. The shares of Common Stock issuable upon conversion of the Note specified shares of Series D Preferred Stock in a Notice of Conversion shall be deemed to be outstanding of record as of the Conversion Date with respect to such Notice of Conversion. Not later than two (“Common Stock”2) as set forth below, Trading Days following the Conversion Date with respect to any conversion of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Series D Preferred Stock hereunder (the “BorrowerShare Delivery Date”), according to the conditions Corporation shall cause the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 upon conversion of the shares of Series D Preferred Stock specified in the applicable Notice of Conversion to be transmitted by the account of Corporation’s transfer agent to the undersigned Holder or its nominee nominee’s balance account with DTC The Depository Trust Company through its Deposit Withdrawal Agent Commission system System, provided that at least one of the following two conditions is met as of the Conversion Date: (1) there is an effective registration statement permitting the issuance of the shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock specified in the Notice of Conversion or the resale of such shares of Common Stock by the Holder and (2) the shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock specified in the Notice of Conversion are eligible for resale by the Holder pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “DWAC TransferDelivery Conditions”); provided, that solely in the case that neither of the DWAC Delivery Conditions is met as of the Conversion Date, the Corporation shall cause the shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock specified in the Notice of Conversion to be transmitted by no later than the Share Delivery Date by the Corporation’s transfer agent to the account of the Holder or its nominee by book entry transfer, and shall cause the Transfer Agent to deliver to the Holder evidence of such book entry transfer by no later than the Share Delivery Date. Name In addition, upon delivery of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that any Notice of Conversion to the Borrower issue Corporation by a certificate Holder, by no later than the Share Delivery Date, the Corporation shall (i) pay in cash to the Holder such amount as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (ii) pay all declared but unpaid dividends on the shares of Series D Preferred Stock so converted. If the Corporation fails for any reason to cause delivery to the Holder or certificates its nominee of the shares of Common Stock issuable upon a conversion of Series D Preferred Stock in accordance with this Section 5.3.1 on or prior to the applicable Share Delivery Date, the Corporation shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable pursuant to such conversion (based on the number of shares of Common Stock set forth below (which numbers are based issuable pursuant to such conversion and the VWAP of the Common Stock on the Holder’s calculation attached heretoapplicable Conversion Date), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares for each Trading Day after such Share Delivery Date until such shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and are delivered or the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreementrescinds such conversion.
Appears in 1 contract
Samples: Debt Exchange Agreement (Eastside Distilling, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.VG Energy, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, M. Xxxxx Xxxxxx Xxxxxx (the "Optionee") is entitled to Conversion purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 1,000,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc.$0.083 per share ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Senior Convertible Debenture due November 14. 2023 of SIGYN THERAPEUTICS INC. (the “Company”), into shares of common stock (the “Common Stock”), of the Note (defined Company according to the conditions hereof, as of the dxxx written below) into that number of . If shares of Common Stock are to be issued pursuant to in the conversion name of a person other than the Note (“Common Stock”) undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (reasonably requested by the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written belowCompany in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Dxxx to Effect Conversion: Principal Amount of Debenture to be Converted: $55,000 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 heretoto be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to Conversion of the NoteCertificates: Amount of Principal Balance Due remaining Under the Note after this conversionDWAC Instructions: NameBroker No: Title________________ Account No: Date: _______________ NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933. AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as of April 30AND, 2021ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOR 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. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Oshcr Capital Partners or its assigns (the “Holder”) is made by entitled, upon the terms and between RespireRx Pharmaceuticals Inc.subject to the limitations on exercise and the conditions hereinafter set forth, a Delaware corporation at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 14, 2027 (the “Termination Date’”) but not thereafter, to subscribe for and purchase from SIGYN THERAPEUTICS INC. (the “Company”), and Labrys Fundup to 366,667 shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Convertible Security Agreement (Sigyn Therapeutics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Convertible Debenture due August 8, 2012 of the Note (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 belowAds In Motion, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of 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 Labrys Fundis delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, LPexcept for such transfer taxes, a Delaware limited partnership if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of the 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 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: 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: 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. Warrant Shares: [__________] Initial Issuance Date: February 8, 2011 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] (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 Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ads In Motion, Inc., a Delaware corporation (the “Company”), up to [__________] shares (the “Warrant Shares”) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Ads in Motion, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ the principal amount of the Senior Secured Convertible Note issued by ONTRAK, INC. (defined the “Company”) with the issuance date shown below) , plus the accrued and unpaid interest thereon as shown below, into that number shares of the Company’s common stock in accordance with and pursuant to the terms of said Senior Secured Convertible Note. If shares of Common Stock are to be issued pursuant to in the conversion name of a person other than the Note (“Common Stock”) undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (reasonably requested by the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written belowCompany in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Principal amount to applicable instructionsbe converted: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant $ Payment of interest in common stock ___ Yes ___ No If yes, dollar amount of interest 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”)be converted. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number $ 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: Applicable Conversion Pricecommon stock to be issued: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the NoteNEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. Warrant Shares: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: [__] Issuance Date: [__]1 THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT COMMON STOCK PURCHASE WARRANT (this “AgreementWarrant”)) certifies that, dated for value received, [__] 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 Sixth Amendment Stockholder Approval Effectiveness Date (as such term is defined in the Sixth Amendment) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of April 30the Issuance Date (the “Termination Date”) but not thereafter, 2021to subscribe for and purchase from Ontrak, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fundup to [__] shares (as subject to adjustment hereunder, LP, a Delaware limited partnership (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
Samples: Master Note Purchase Agreement (Acuitas Group Holdings, LLC)
NOTICE OF CONVERSION. To: The Chase Manhattan Bank, as Property Trustee of Newexx Xxxancial Trust I The undersigned owner of these Preferred Securities hereby elects irrevocably exercises the option to convert $ principal amount these Preferred Securities, or the portion below designated, into Common Stock of Newexx Xx. (the "Newexx Xxxmon Stock") in accordance with the terms of the Note Amended and Restated Trust Agreement (defined below) into that number as amended from time to time, the "Trust Agreement"), dated as of shares December ____, 1997, by ________________, __________________ and ___________ ___________, as Administrative Trustees, Chase Manhattan Bank Delaware, as Delaware Trustee, The Chase Manhattan Bank, as Property Trustee, Newexx Xx., as Depositor, and by the Holders, from time to time, of Common Stock undivided beneficial interests in the assets of the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Preferred Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into Newexx Xxxmon Stock (at the conversion rate specified in the terms of the Preferred Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If 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. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Trust Agreement and the Preferred Securities, agrees to be bound by the terms of the Registration Rights Agreement relating to the Newexx Xxxmon Stock issuable upon conversion of the Note (“Common Stock”) as set forth belowPreferred Securities. 101 Date: ___________________________ in whole _____ in part _____ Number of Preferred Securities to be converted: _______________________________________________ If a name or names other than the undersigned, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (please indicate in the “Borrower”), according to spaces below the conditions of name or names in which the promissory note of the Borrower dated as of April 30, 2021 (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 Agent Commission 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 Newexx Xxxmon 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion issued, along with the address or addresses of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT such person or persons _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________ Signature (this “Agreement”)for conversion only) Please Print or Typewrite Name and Address, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”)Including Zip Code, and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Social Security or Other Identifying Number _______________________________________________ _______________________________________________ _______________________________________________ Signature Guarantee:* _______________________________________________ --------
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Original Issue Discount Senior Secured Convertible Debenture due July 28, 2010 of Blink Logic Inc., a Nevada corporation (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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: 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 heretoto be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant Certificates: DWAC Instructions: Broker No: Account No: The Original Issue Discount Senior Secured Convertible Debentures due on July 28, 2010 in the aggregate Principal Amount of $_______ are issued by Blink Logic Inc., a Nevada corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion of the Note: Amount of (or original Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: Amount) Company Attest NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as 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. Warrant Shares: ________ Initial Exercise Date: July 28, 2008 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (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 April 30business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, 2021, is made by to subscribe for and between RespireRx Pharmaceuticals purchase from Blink Logic Inc., a Delaware Nevada corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership up to __________ shares (the “HolderWarrant Shares”)) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall be equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreementdefined in Section 2(b).
Appears in 1 contract
NOTICE OF CONVERSION. To: The First National Bank of Chicago as Property Trustee of HSB Capital II The undersigned owner of these Capital Securities hereby elects irrevocably exercises the option to convert $ principal amount these Capital Securities, or the portion below designated, into Common Stock of HSB GROUP, INC. (the "HSB Common Stock") in accordance with the terms of the Note Trust Agreement (defined below) into that number the "Trust Agreement"), dated as of shares December 31, 1997, by Saul L. Basch, Roberta O'Brien and Robert C. Walker, as Admxxxxxxxxxxx Truxxxxx, Xxxxx Xxicago Xxxxxxxx Xxx., as Delaware Trustee, The First National Bank of Common Stock Chicago, as Property Trustee, HSB Group, Inc., as Depositor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Capital Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Capital Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Capital Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into HSB Common Stock (at the conversion rate specified in the terms of the Capital Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If 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. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Trust Agreement and the Capital Securities, agrees to be bound by the terms of the Registration Rights Agreement relating to the HSB Common Stock issuable upon conversion of the Note (“Common Stock”) as set forth belowCapital Securities. Date: ____________, ____ in whole __ in part __ Number of RESPIRERX PHARMACEUTICALS INC.Capital Securities to be converted: ------------------- If a name or names other than the undersigned, a Delaware corporation (please indicate in the “Borrower”), according to spaces below the conditions name or names in which the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 HSB 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: 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion issued, along with the address or addresses of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT such person or persons Signature (this “Agreement”)for conversion only) Please Print or Typewrite Name and Address, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”)Including Zip Code, and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Social Security or Other Identifying Number Signature Guarantee:*
Appears in 1 contract
Samples: Trust Agreement (HSB Group Inc)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.VG Energy, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, Xxxxxx Xxx (the "Optionee") is entitled to Conversion purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 800,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc.$0.083 per share ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option 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 Note) The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion principal and $ of the interest due on the Note (“Common Stock”) as set forth belowissued by Viryanet Ltd. on September , 2005 into Ordinary Shares of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Viryanet Ltd. (the “Borrower”), ) according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “set forth in such Note”), as of the date written below. No fee will be charged to the Holder for any conversionDate of Conversion: Conversion Price: Shares To Be Delivered: Signature: Print Name: Address: THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, except for transfer taxesAS AMENDED, if any(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 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 Agent Commission system SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON SEPTEMBER [__], 2010 (THE “DWAC TransferEXPIRATION DATE”). 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 No. 1 For VALUE RECEIVED, ALPHA CAPITAL AKTIENGESELLSCHAFT (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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “AgreementWarrantholder”), dated as is entitled to purchase, subject to the provisions of April 30this Warrant, 2021from ViryaNet Ltd., is made by and between RespireRx Pharmaceuticals Inc., a Delaware an Israeli corporation (the “Company”), and Labrys Fundat any time not later than 5:00 P.M., LPEastern time, a Delaware limited partnership on the Expiration Date (as defined above), at an exercise price per share equal to US$2.10 (the exercise price in effect being herein called the “HolderWarrant Price”), 65,079 Ordinary Shares (“Warrant Shares”) of the Company’s Ordinary Shares, par value 1.0 NIS per share (“Ordinary Shares”). The Company number of Warrant Shares purchasable upon exercise of this Warrant and the Holder are hereinafter sometimes collectively referred Warrant Price shall be subject to adjustment from time to time as the “Parties” and each a “Party” to this Agreementdescribed herein.
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.VG Energy, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, Xxxx Xxxxxxxxx (the "Optionee") is entitled to Conversion purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 1,200,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc.$0.083 per share ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.VG Energy, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, Xxxxxx Xxxxxxxx (the "Optionee") is entitled to Conversion purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 300,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc.$0.083 per share ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby In order for a Holder of Series C Preferred Stock to convert shares of Series C Preferred Stock into shares of Common Stock, such Holder shall (a) provide written notice to the Corporation that such Holder elects to convert $ principal amount all or any number of such Holder’s shares of Series C Preferred Stock on the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. The Notice of Conversion shall state the Holder’s name or the names of the Note (defined below) into that number of nominees in which the Holder wishes the shares of Common Stock to be issued pursuant issued. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. The “Conversion Date” with respect to any conversion of Series C Preferred Stock hereunder (or the date on which any such conversion shall be deemed effective), shall be the date on which the Notice of Conversion with respect to such conversion is delivered to the Corporation. The shares of Common Stock issuable upon conversion of the Note specified shares of Series C Preferred Stock in a Notice of Conversion shall be deemed to be outstanding of record as of the Conversion Date with respect to such Notice of Conversion. Not later than two (“Common Stock”2) as set forth below, Trading Days following the Conversion Date with respect to any conversion of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation Series C Preferred Stock hereunder (the “BorrowerShare Delivery Date”), according to the conditions Corporation shall cause the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 upon conversion of the shares of Series C Preferred Stock specified in the applicable Notice of Conversion to be transmitted by the account of Corporation’s transfer agent to the undersigned Holder or its nominee nominee’s balance account with DTC The Depository Trust Company through its Deposit Withdrawal Agent Commission system System, provided that at least one of the following two conditions is met as of the Conversion Date: (1) there is an effective registration statement permitting the issuance of the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock specified in the Notice of Conversion or the resale of such shares of Common Stock by the Holder and (2) the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock specified in the Notice of Conversion are eligible for resale by the Holder pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “DWAC TransferDelivery Conditions”); provided, that solely in the case that neither of the DWAC Delivery Conditions is met as of the Conversion Date, the Corporation shall cause the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock specified in the Notice of Conversion to be transmitted by no later than the Share Delivery Date by the Corporation’s transfer agent to the account of the Holder or its nominee by book entry transfer, and shall cause the Transfer Agent to deliver to the Holder evidence of such book entry transfer by no later than the Share Delivery Date. Name In addition, upon delivery of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that any Notice of Conversion to the Borrower issue Corporation by a certificate Holder, by no later than the Share Delivery Date, the Corporation shall (i) pay in cash to the Holder such amount as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (ii) pay all declared but unpaid dividends on the shares of Series C Preferred Stock so converted. If the Corporation fails for any reason to cause delivery to the Holder or certificates its nominee of the shares of Common Stock issuable upon a conversion of Series C Preferred Stock in accordance with this Section 5.3.1 on or prior to the applicable Share Delivery Date, the Corporation shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable pursuant to such conversion (based on the number of shares of Common Stock set forth below (which numbers are based issuable pursuant to such conversion and the VWAP of the Common Stock on the Holder’s calculation attached heretoapplicable Conversion Date), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares for each Trading Day after such Share Delivery Date until such shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and are delivered or the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreementrescinds such conversion.
Appears in 1 contract
Samples: Debt Satisfaction Agreement (Eastside Distilling, Inc.)
NOTICE OF CONVERSION. To: MF GLOBAL LTD. cc: Conversion Agent The undersigned registered owner of this Note hereby elects exercises the option to convert $ this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any Common Shares issuable and deliverable upon such conversion, together with any cash comprising the Daily Conversion Values or a portion of the Daily Settlement Amounts for each of the sixty Trading Days during the Cash Settlement Averaging Period and for any fractional shares, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any Common Shares or any portion of this Note not converted 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. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Common Shares are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address. Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note (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, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written belowin every particular without alteration or enlargement or any change whatever. 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 Social Security or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). Name of DTC Prime Broker: Account Other Taxpayer Identification 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
Appears in 1 contract
Samples: Indenture (MF Global Ltd.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Senior Convertible Debenture due November 9, 2023 of SIGYN THERAPEUTICS INC. (the “Company”), into shares of common stock (the “Common Stock”), of the Note (defined Company according to the conditions hereof, as of the dxxx written below) into that number of . If shares of Common Stock are to be issued pursuant to in the conversion name of a person other than the Note (“Common Stock”) undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (reasonably requested by the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written belowCompany in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Date to Effect Conversion: Principal Amount of Debenture to be Converted: $110,000 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 heretoto be issued: Applicable Conversion PriceSignature: $ Number of Shares Name: Address for Delivery of Common Stock to be Issued Pursuant to Conversion of the NoteCertificates: Amount of Principal Balance Due remaining Under the Note after this conversionDWAC Instructions: NameBroker No: Title________________ Account No: Date: _______________ NEITHER THIS PIGGY-BACK 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 RIGHTS AGREEMENT UNDER THE SECURITIES ACT OF 1933. AS AMENDED (this THE “AgreementSECURITIES ACT”), dated as of April 30AND, 2021ACCORDINGLY, is made by and between RespireRx Pharmaceuticals Inc.MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, a Delaware corporation 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. THIS COMMON STOCK PURCHASE WARRANT (the “CompanyWarrant”)) certifies that, and Labrys Fund, LP, a Delaware limited partnership for value received. Brio Capital Master Fund Ltd. 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 5:00 p.m. (New York City time) on November 9, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIGYN THERAPEUTICS INC. (the “Company’’), up to 550,000 shares (as subject to adjustment hereunder, the “Warrant Shares’’) of Common Stock. The Company and purchase price of one share of Common Stock under this Warrant shall he equal to the Holder are hereinafter sometimes collectively referred to Exercise Price, as the “Parties” and each a “Party” to this Agreement.defined in Section 2(b),
Appears in 1 contract
Samples: Convertible Security Agreement (Sigyn Therapeutics, Inc.)
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Secured Revolving Credit Note (defined below) pursuant to Section 1.3 of the Debt Restructuring Agreement to which this into that number of shares and warrants to acquire shares of Common Stock to be issued pursuant to common stock, par value $0.001 per share (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”)corporation, according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If shares and warrants 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number 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 heretoto be issued: Applicable Conversion Price: $ Number of Shares warrants to acquire shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleAddress: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT FOR VALUE RECEIVED, Viral Genetics, Inc., (this “AgreementBorrower”), dated as whose address is 0000 Xxxxxxxx Xxxx Xxxxxx, Xxxxx, Xxxxxxxxxx, 00000, promises to pay to the order of April 30Best Investments, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation Inc. (the “CompanyLender”), and Labrys Fundits successors and assigns, LPwhose address is c/o 0000 Xxxxxxxx Xxxx Xxxxxx, a Delaware limited partnership Xxxxx, Xxxxxxxxxx, 00000, in lawful money of the United States of America, the principal sum of --- DOLLARS ($_____) (the “HolderInitial Principal”), together with (a) such additional amounts as are added to the Initial Principal from the date hereof as provided under Section 1(b) herein plus (b) interest at the Interest Rate as provided herein and less (c) any payments of principal and accrued interest made as provided herein prior to the Maturity Date including amounts exchanged for Units under the terms of the Debt Restructuring Agreement to which this Secured Revolving Credit Note is attached. The Company and This Secured Revolving Credit Note is issued in replacement of the Holder are hereinafter sometimes collectively Notes in favor of the Lender referred to as in the Debt Restructuring Agreement (the “Parties” Agreement”) between the parties of even date herewith and each does not constitute a “Party” novation of the indebtedness evidenced thereby. This Secured Revolving Credit Note is issued pursuant to this Agreementand entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Loan Obligation evidenced hereby is made and is to be repaid.
Appears in 1 contract
Samples: Debt Restructuring Agreement (Viral Genetics Inc /De/)
NOTICE OF CONVERSION. To: SYNNEX CORPORATION The undersigned registered owner of this Note hereby elects exercises the option to convert $ this Note, or the portion hereof (that is $1,000 principal amount of the Note (defined belowor an integral multiple thereof) below designated, into that number of cash, shares of Common Stock to be issued pursuant to or a combination of cash and shares of Common Stock, as applicable, in accordance with the conversion terms of the Note (“Common Stock”) as set forth belowIndenture referred to in this Note, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”), as of the date written below. No fee will be charged to the Holder for and directs that 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 Agent Commission 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 issuable and deliverable upon such conversion, together with any cash comprising the Holder’s calculation attached hereto) in Daily Conversion Values or a portion of the name(s) specified immediately below orDaily Settlement Amounts for each of the sixty Trading Days during the Cash Settlement Averaging Period and for any fractional shares, if additional space is necessaryand any Notes representing any unconverted principal amount hereof, on an attachment hereto: Applicable Conversion Price: $ Number of Shares be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be Issued Pursuant issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to Conversion be paid to the undersigned on account of interest accompanies this Note. Dated: __________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the Noteregistered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: Amount (Name) (Street Address) (City, State and Zip Code) Please print name and address. Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of Principal Balance Due remaining Under the holder(s) hereof must correspond with the name as written upon the face of the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”)in every particular without alteration or enlargement or any change whatever. The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Social Security or Other Taxpayer Identification Number
Appears in 1 contract
Samples: Indenture (Synnex Corp)
NOTICE OF CONVERSION. To: The Bank of New York as Property Trustee of Big Flower Trust I The undersigned owner of these Trust Securities hereby elects irrevocably exercises the option to convert $ principal amount these Trust Securities, or the portion below designated, into Common Stock of BIG FLOWER HOLDINGS, INC. (the "Big Flower Common Stock") in accordance with the terms of the Note Amended and Restated Trust Agreement (defined below) into that number the "Trust Agreement"), dated as October 14, 1997, by Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx, as Administrative Trustees, The Bank of shares New York (Delaware), as Delaware Trustee, The Bank of Common Stock New York, as Property Trustee, Big Flower Holdings, Inc., as Depositor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Trust Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in the terms of the Trust Securities set forth in the Trust Agreement) and (ii) immediately convert such Debentures on behalf of the undersigned, into Big Flower Common Stock (at the conversion rate specified in the terms of the Trust Securities set forth in the Trust Agreement). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If 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. Any holder of Preferred Securities, upon the exercise of its conversion rights in accordance with the terms of the Trust Agreement and the Preferred Securities, agrees to be bound by the terms of the Registration Rights Agreement relating to the Big Flower Common Stock issuable upon conversion of the Note (“Common Stock”) as set forth belowPreferred Securities. Date: ____________, ____ in whole __ in part __ Number and type of RESPIRERX PHARMACEUTICALS INC.Trust Securities to be converted: _______________________ If a name or names other than the undersigned, a Delaware corporation (please indicate in the “Borrower”), according to spaces below the conditions name or names in which the shares of the promissory note of the Borrower dated as of April 30, 2021 (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 Big Flower 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: 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion issued, along with the address or addresses of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT such person or persons __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ Signature (this “Agreement”)for conversion only) Please Print or Typewrite Name and Address, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”)Including Zip Code, and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Social Security or Other Identifying Number __________________________________________________ __________________________________________________ __________________________________________________ Signature Guarantee:*_____________________________
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned Holder of this Note hereby elects irrevocably exercises the option to convert $ this Note, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the Note (defined belowunconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into that number of shares of Common Stock or Reference Property, as applicable (or, if the Company has obtained Stockholder Approval to be issued make the Net Share Settlement Election and has irrevocably made the Net Share Settlement Election pursuant to the conversion Section 12.02(b) of the Note (“Common Stock”) as set forth below, of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according Indenture prior to the conditions Conversion Date in respect of the promissory note of the Borrower dated as of April 30this notice, 2021 (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 Agent Commission 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 cash and shares of Common Stock set forth below or Reference Property, if any) in accordance with the terms of the Indenture referred to in this Note, and directs that such shares or such combination of cash and shares, if any, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock, Reference Property or Notes are to be registered in the name of a Person other than the undersigned, (which numbers a) the undersigned shall pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ------------------------------ ---------------------------------------- Signature(s) If shares or Notes are based on to be registered in the name of a Person other than the Holder’s calculation attached hereto, please print such Person's name and address: ------------------------------------- (Name) in the name(s------------------------------------- ------------------------------------- (Address) specified immediately below or------------------------------------- Social Security or other Identification Number, if additional space any ------------------------------------- [Signature Guaranteed] If only a portion of the Notes is necessary, on an attachment hereto: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: Amount of Principal Balance Due remaining Under the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”)converted, dated as of April 30, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.please indicate:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount of the Note (defined belowpursuant to Section 1(b) therein into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth belowcommon stock, par value $0.0001 per share, of RESPIRERX PHARMACEUTICALS INC.Viral Genetics, Inc., a Delaware corporation (the “Borrower”"Shares"), according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)hereof, as of the date written below. If 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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as Conversion calculations: Date to applicable instructionsEffect Conversion: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant Principal Amount of Note 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 Brokerbe Converted: Account Number: [ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number Number of shares of Common Stock set forth below (which numbers are based on to be issued: Signature: Name: Address: Option for the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: Applicable Conversion Price: $ Number Purchase of Shares of Common Stock Par Value $0.0001 THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES. This is to be Issued Pursuant certify that, for value received, Xxxx Xxxxxxxxx (the "Optionee") is entitled to Conversion purchase from VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or any part of 12,000,000 shares ("Option Shares") of the Note: Amount of Principal Balance Due remaining Under Company's common stock, par value $0.0001 (the Note after this conversion: Name: Title: Date: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”"Common Stock"), dated as at an exercise price per share equal to the volume weighted average price for the twenty (20) trading days immediately following the actual date of April 30, 2021, execution of the Agreement to which this Exhibit B is made by and between RespireRx Pharmaceuticals Inc.attached ("Option Price"). Upon exercise of this option in whole or in part, a Delaware corporation (certificate for the “Company”), Option Shares so purchased shall be issued and Labrys Fund, LPdelivered to the Optionee. If less than the total option is exercised, a Delaware limited partnership (new option of similar tenor shall be issued for the “Holder”). The Company and unexercised portion of the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to options represented by this Agreement.. This option is granted subject to the following further terms and conditions:
Appears in 1 contract
NOTICE OF CONVERSION. The undersigned hereby elects to convert $ principal amount under the Original Issue Discount Convertible Promissory Note of ALTAIR INTERNATIONAL CORP., a Nevada corporation (the Note (defined below) “Company”), into that number of shares of Common Stock to be issued pursuant to common stock (the conversion of the Note (“Common Stock”) as set forth below), of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), Company according to the conditions of the promissory note of the Borrower dated as of April 30, 2021 (the “Note”)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 the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. Box Checked as to applicable instructions: [ ] The Borrower shall electronically transmit By the Common Stock issuable pursuant to delivery of this Notice of Conversion the undersigned represents and warrants to the account Company that its ownership of the undersigned or its nominee Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”)Section 13(d) of the Exchange Act. Name of DTC Prime Broker: Account Number: [ ] The undersigned hereby requests that agrees to comply with the Borrower issue a certificate or certificates for prospectus delivery requirements under the number 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, $_____ of Interest Accrued on Account of Conversion at Issue. 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: Applicable Conversion Price: $ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Noteissued: Amount of Principal Balance Due remaining Under the Note after this conversionSignature: Name: TitleDWAC Instructions: DateBroker No:___________ Account No: THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as _________ This Convertible Note in the principal amount of April 30, 2021, $400,000 is made issued by and between RespireRx Pharmaceuticals Inc.ALTAIR INTERNATIONAL CORP., a Delaware corporation (Nevada corporation. This Redemption/Conversion Schedule reflects the “Company”), periodic redemption and/or conversion of principal made pursuant to the above referenced Note. This Schedule shall be amended from time to time by the Company upon the periodic redemption and/or conversion of principal and Labrys Fund, LP, a Delaware limited partnership (copy hereof delivered to the “Holder”)Buyer. The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.Dated:
Appears in 1 contract
Samples: Convertible Security Agreement (Altair International Corp.)