Debt/Equity Conversion Agreement between mPhase Technologies, Inc. and Lenders (January 9, 2019)
This agreement is between mPhase Technologies, Inc. and several lenders, including Eagle Strategic Advisers LLC, Martin Smiley, Ronald Durando, Gustave Dotoli, and Edward Suozzo. The lenders agree to convert all or part of the debt owed to them by mPhase Technologies into shares of the company's common stock at a set price of $0.00005 per share. In return, mPhase Technologies will issue the corresponding number of shares to each lender, thereby satisfying the debt. The agreement is governed by New Jersey law and requires written consent for any changes.
Exhibit 10.6
Debt/Equity Conversion Agreement
THIS AGREEMENT, dated as of January 9 2019, between mPhase Technologies, Inc. , a New Jersey corporation, having an address at 688 New Dorp Lane, Staten Island, New York 10306-4933 ( “Debtor”) and the following persons (each individually a “Lender” and collectively, the “Lenders”) having the following addresses:
| 1. | Eagle Strategic Advisers LLC at 5624 17th Avenue, Brooklyn, New York 10204 |
| 2. | Martin Smiley at 12 Sycamore Drive, Westport Connecticut 06880 |
| 3. | Ronald Durando at 43 Alexander Avenue, Nutley, New Jersey 07110 |
| 4. | Gustave Dotoli at 245 Rutgers Place, Nutley, New Jersey 07110 |
| 5. | Edward Suozzo at 688 New Dorp Lane, Staten Island, New York 10306-4933 |
WHEREAS, Debtor owes each of the respective Lenders the following monies (“Indebtedness”) in connection with Loans and Unpaid Compensation as set forth in Schedule A hereto that is convertible into common stock of Debtor at $.00005 per share;
WHEREAS, Lenders desire to convert all or a portion of the Indebtedness set forth in Schedule B into common stock of the Company at $.00005 per share;
NOW, THEREFORE, in consideration of the mutual premises set forth herein, the parties hereto agree as follows:
| 1. | Lenders each agree to convert their portion of the Indebtedness into common stock of the Company at a price of $.00005 per share. |
| 2. | Debtor agrees to accept such conversion and issue shares of common stock to each Lender to satisfy such Indebtedness. |
| 3. | This Agreement can be executed in counter-part signature pages. |
| 4. | This Agreement shall be governed by the laws of the State of New Jersey and may only be modified by a written agreement signed by each of the parties hereto. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above written.
| s/s Ronald Durando | |
| mPhase Technologies, Inc. | |
| Ronald A. Durando | |
| President and CEO | |
| s/s Martin Smiley | |
| Martin Smiley | |
| s/s Ronald Durando | |
| Ronald Durando (individual capacity) | |
| s/s Gustatve Dotoli | |
| Gustave Dotoli | |
| s/s Abraham Biderman | |
| Abraham Biderman | |
| s/s Edward Suozzo | |
| Edward Suozzo |
Schedule A
| Amount | Amount @75% | Shares of Common | ||||||||||
| Name | Owed | Converted | Stock | |||||||||
| Eagle Strategic Advisers LLC | $ | 5,825 | $ | 4,369 | 87,375,000 | |||||||
| Ronald Durando | $ | 117,538 | $ | 88,153 | 1,763,063,000 | |||||||
| Gustave Dotoli | $ | 16,695 | $ | 12,521 | 250,425,000 | |||||||
| Martin Smiley | $ | 37,289 | $ | 27,967 | 559,337,000 | |||||||
| Sub-total Officers’ & Director | $ | $ | 133,010 | 2,660,200,000 | ||||||||
| Edward Suozzo | $ | 20,400 | $ | 15,300 | 306,000,000 | |||||||
