Notice of Conversion for Convertible Debenture – Emissions Testing, Inc.
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Summary
This document is a notice from a debenture holder electing to convert $1,000,000 of a convertible debenture into shares of common stock of Emissions Testing, Inc. The conversion is executed under the terms of the original Securities Purchase Agreement, with the holder confirming required representations and warranties. No fees are charged for the conversion except for any applicable transfer taxes. The notice specifies the conversion date, price, and number of shares to be issued.
EX-10.38 3 a2037047zex-10_38.txt EX-10.38 CONTACT EXHIBIT 10.38 NAME: SPECIAL INSTRUCTIONS: NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Convertible Debenture) The undersigned hereby irrevocably elects to convert $1,000,000 of the principal balance of the Convertible Debenture into shares of Common Stock, no par value per share (the "Common Stock"), of Emissions Testing, Inc. (the "Company") according to the conditions hereof, as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. The undersigned, as contemplated by Section 5.1 of the Securities Purchase Agreement pursuant to which the Convertible Debenture was issued, hereby states that the representations and warranties of the undersigned set forth therein are true and correct in all material respects as of the date hereof (provided, the undersigned makes no representations concerning its investment intent with respect to the Common Stock received upon this conversion). Conversion calculations: January 31, 2001 -------------------------------------- Date of Conversion $0.29 -------------------------------------- Applicable Conversion Price 3,553,137 -------------------------------------- Number of Shares Name/Signature: /s/ Lewis N. Lester ----------------------- Address:
