Debt Conversion Agreement
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 | |||||||
