IRREVOCABLE LETTER OF INSTRUCTIONS TO TRANSFER AGENT Date:Irrevocable Letter of Instructions • February 17th, 2015 • Mphase Technologies Inc • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Forbearance Agreement dated as of February 9, 2015 (as the same may be amended from time to time, the "Forbearance Agreement"), between mPhase Technologies, Inc., a New Jersey corporation ("Company"), and John M. Fife, an individual ("Holder"). Pursuant to the terms of the Forbearance Agreement, the Forbearance Amount (as defined in the Forbearance Agreement) may be converted into shares of the common stock, par value $0.001 per share, of Company (the "Common Stock") (the shares of Common Stock issuable upon any conversion or otherwise under the Forbearance Agreement, the "Conversion Shares").
