Conversion and Exercise Notice
Exhibit 10.26
Conversion and Exercise Notice
This Conversion and Exercise Notice is being delivered in connection with that certain Series B Preferred Stock Conversion and Warrant Exercise Agreement (the “Conversion and Exercise Agreement”), dated October 28, 2015 among COPsync, Inc., a Delaware corporation (the “Company”), and certain holders of shares of the Company’s Series B Preferred Stock (“Series B Shares”) and Warrants (“Warrants”) to acquire shares of the Company’s Common Stock (“Common Stock Shares”);
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The Undersigned, a holder Series B Shares and Warrants, subject to the terms and conditions under the Conversion and Exercise Agreement, hereby:
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converts all the Series B Shares held by the Undersigned into Common Stock Shares pursuant to the terms of the Certificate of Designations
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hereby amends the Warrants held by the Undersigned to reduce the exercise price from $0.20 per share to $0.125 and acknowledges receipt of proper notice of such amendment
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exercises all the Warrants held by the Undersigned for Common Stock Shares, as amended above, at a price of $.125 per Common Stock Share (pre-reverse split), which exercise price and the number of shares to be received upon exercise is to be equitably adjusted to reflect athe Company’s recent 1-50 reverse stock split
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agrees to wire the exercise price with respect to such Warrants to the Escrow Agent pursuant to the Escrow Agreement. pursuant to the terms of the Conversion and Exercise Agreement.
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hereby terminates that certain Investor Rights Agreement, dated October 14, 2009, among the Company, the Holder and other holders of the Company’s Series B Shares (the “Investor Rights Agreement”) and waive any rights thereunder.
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The foregoing actions are all contingent upon the effectiveness of the listing of the Company’s Common Stock Shares for trading on the NASDAQ market (the “Up-List”) and performance by the Company of its obligations under the Conversion and Exercise Agreement.
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The Undersigned shall receive as a signatory of the Conversion and Exercise Agreement, as applicable, pursuant to the conversions and exercises above, the following:
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With respect to the conversion of the Series B shares, the number of Common Stock Shares specified in the Certificate of Designations on file with the Delaware Secretary of State to be issued with respect to a conversion of the Series B shares, PLUS an additional number equal to 20% of such shares. These additional 20% Common Stock Shares shall be “restricted shares,” meaning they shall be subject to a six month holding period for SEC purposes.
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With respect to the exercise of the Warrant, at the modified price of $.125 per Common Stock Share (pre-reverse split), the number of Common Stock Shares specified in the Warrant, as equitably adjusted to reflect the recent 1-50 reverse stock split. These Common Stock Shares shall be “restricted shares,” meaning they shall be subject to a six month holding period for SEC purposes.
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The Common Stock Shares are to be issued in the following name(s) and delivered to the following address:
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SIGNATURE: ______________________________ DATE: __________________________
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The Company hereby executes this Conversion and Exercise Notice for the purpose of (i) amending the Warrants held by the Undersigned to reduce the exercise price from $0.20 per share to $0.125, (ii) accepting the Undersigned’s notice of (a) conversion of the Series B Shares held by the Undersigned into Common Stock Shares, and (b) exercising all of the Warrants held by the undersigned, and (iii) terminating the Investor Rights Agreement.
By:
Name:
Title:
