NOTICE OF CONVERSION Clause Samples

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Senior Convertible Debenture due March 1, 2018 of Legend Oil and Gas, Ltd., a Colorado 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 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. 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. 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: DWAC Instructions: Broker No: Account No:

NOTICE OF CONVERSION. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall, if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issu...

NOTICE OF CONVERSION. In order to convert all or a portion of the Series A Debentures, the holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed by the Company for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of Series A Debentures to be converted, together with the name or names, if other than the holder, in which the shares of Common Stock should be issued upon conversion and directing the Conversion Agent to convert such Series A Debentures, on behalf of such holder into Common Stock pursuant to the provisions of this Article Five, and, if such Series A Debentures are definitive Series A Debentures, surrender to the Conversion Agent the Series A Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration of Trust to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Series A Debentures held by the Trust (at an exchange rate of $50 principal amount of Series A Debentures for $50 liquidation amount Preferred Security) and (ii) to immediately convert such Series A Debentures, on behalf of such holder, into Common Stock pursuant to the provisions of this Article Five and, if such Preferred Securities are in the form of Definitive Preferred Security Certificates, surrendering such Definitive Preferred Security Certificates, duly endorsed or assigned to the Company or in blank. If a Notice of Conversion is delivered after the close of business on any regular record date and prior to the opening of business on the subsequent Interest Payment Date, the holder of record on the regular record date shall be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Series A Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Interest Payment Date is on or after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or ...

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Due December 10, 2022 of Western Magnesium Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the Applicable Law in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: ____________________________ Principal Amount of Debenture to be Converted: $__________________ Applicable Conversion Price: $__________________ Interest Amount to be Converted: $_________________________ Applicable Conversion Price for Accrued Interest: $___________________________ Number of shares of Common Stock to be issued: ______________ Signature: _________________________________________ Name: ____________________________________________ Address for Delivery of Common Stock Certificates: __________ _____________________________________________________ _____________________________________________________ DWAC Instructions: _________________________________ Broker No:_____________ Account No: _______________ Warrant Shares: ● Issuance Date: ●, 2021 Warrant No: 2021-[A/B] Termination Date: June 10, 2026 THIS CLASS [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [REQUIRES COMPLETION] (the “Holder”), with an address at: [REQUIRES COMPLETION], email: [REQUIRES COMPLETION],, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 10, 2026 (the ...

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Secured Subordinated Convertible Promissory Note, due October 6, 2021 of Innocap, Inc.., a Nevada corporation (the “Company”), into shares of common stock, $0.001 par value per share (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 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. 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 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. 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 to be issued: Signature: Name: Delivery Instructions: The Company hereby (a) acknowledges this Notice of Conversion, (b) certifies that the above indicated number of 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 Company of a customary Ru;e 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 Company and acknowledged and agreed to by ________________________. By: Name: Title: This Conversion Schedule is part of, and reflects conversions made under Section 4 of, the 10% Secured Subordinated Convertible Promissory Note, due on October 6, 2021, in the original principal amount of $1,111,000 issued by Innocap, Inc., a Nevada corporation. Dated: Subject to compliance with Sectio...

NOTICE OF CONVERSION. (To be executed by the Holder in order to convert all or part of the Secured Convertible Term Note into Common Stock)

NOTICE OF CONVERSION. (To be executed by the Holder in order to convert all or part of the Note into Common Stock [Name and Address of Holder] The Undersigned hereby converts $_________ of the principal due on [specify applicable Repayment Date] under the Convertible Term Note issued by ELINEAR, INC. dated February __, 2005 by delivery of Shares of Common Stock of ELINEAR, INC. on and subject to the conditions set forth in Article III of such Note.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture due August 8, 2012 of Ads In Motion, 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 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.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Note due April 20, 2017 of H▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and W▇▇▇▇▇▇▇, Inc., a Nevada corporation (the “Borrower”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.