Form of Convertible Debt Conversion Agreement, dated December 15, 2023, by and among SinglePoint Inc. and the note holders party thereto
EXHIBIT 10.3
FORM OF
CONVERTIBLE DEBT CONVERSION AGREEMENT
THIS CONVERTIBLE DEBT CONVERSION AGREEMENT (this ‘Agreement’) is made and entered into as of December ___, 2023, between Singlepoint Inc., a Nevada corporation (‘Singlepoint’) and the undersigned holder (‘Holder’) of Singlepoint’s 20% original issue discount convertible promissory notes (the ‘Notes’).
RECITALS
WHEREAS, the Notes held by Holder are convertible into shares of Singlepoint’s common stock, par value $0.0001 (the ‘Common Stock’), at the option of Holder, pursuant to, and subject to the limitations set forth in, the Securities Purchase Agreement, by and among Singlepoint and the Investors listed on Annex A thereto, dated October 26, 2022 (the ‘Securities Purchase Agreement’);
WHEREAS, Holder and Singlepoint desire to enter into this Agreement to provide for the automatic conversion of all Notes held by Holder in exchange for Singlepoint Common Stock; and
WHEREAS, Singlepoint has filed with the U.S. Securities and Exchange Commission (‘SEC’) a registration statement on Form S-1 (Reg. No. 333-267779) (the ‘Registration Statement’) registering the public offering of certain of Singlepoint’s securities;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Election to Convert.
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| a. | Holder hereby irrevocably agrees that all Notes held by Holder shall be automatically converted into shares of Common Stock in accordance with the Securities Purchase Agreement and the terms of the Notes, such automatic conversion to be effective immediately prior to the effective date of the Registration Statement (the ‘Effective Date’). |
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| b. | In connection with the election made by Holder hereby, Holder is delivering with this executed Agreement an executed Notice of Conversion in the form of Annex A hereto (‘Conversion Notice’) which constitutes the written instructions which Holder is required to deliver to Singlepoint pursuant to Section 4(a) of the Securities Purchase Agreement in connection with the conversion of the Notes held by Holder. |
2. Issuance of shares of Common Stock. Singlepoint shall cause to be issued and delivered to Holder evidence of an electronic book entry created on the records of the Transfer Agent representing the shares of Common Stock issuable upon conversion of the Notes held by Holder being converted hereby as soon as practicable after the Effective Date.
3. Restricted Securities. Holder hereby understands, acknowledges and agrees that the shares of Common Stock issuable upon conversion of the Notes held by Holder being converted hereby shall constitute ‘restricted securities’ within the meaning of the Securities Act of 1933, as amended, and may only be disposed of in compliance with state and federal securities laws. The electronic book entries representing such shares of Common Stock shall bear a legend to such effect (the ‘Legend’).
4. Covenants.
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| a. | If Holder sells or transfers any shares of Common Stock delivered in accordance with this Agreement in violation of this Section 4 within forty-five (45) days of the Effective Date, fifty percent (50%) of all shares of Common Stock delivered in accordance with this Agreement shall be automatically canceled without any further action needed by either the Holder or Singlepoint, all as set forth in the Instruction Letter, for no consideration; provided, however, that the Holder may sell during such 45-day period on any given day up to a number of such shares of Common Stock that does not exceed 5% of the daily dollar volume as reported by Quotestream; provided, further that the Holder may sell an unlimited number of shares of Common Stock at or above the closing price on the date that the uplisting transaction is declared effective. Should the Holder sell in violation of the provisions set forth in Section 4(a), such Holder shall be subject to a penalty of percent (50%) of the aggregate principal of the Note, payable either in forfeiture of shares or cash. |
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| b. | Each of Holder and Singlepoint shall take no action to invalidate, amend or change the Letter in any way. |
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| c. | Holder agrees Alexander Capital LLP will be the depository broker dealer to deposit and hold shares for resale. |
5. Further Assurances. Each of Holder and Singlepoint agrees that it will make, execute and deliver any and all such other instruments, instructions and documents and will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.
6. Enforceability. If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.
7. Governing Law. This Agreement shall be deemed executed in the State of Nevada and is to be governed by and construed under Nevada law, without regard to its choice of law provisions.
8. Entire Agreement. This Agreement (along with the Conversion Notice and the Statements of Rights) is the entire agreement between Holder and Singlepoint and may not be modified or amended in any way whatsoever, even if by mutual agreement of each of the Holder and Singlepoint. Each of Holder and Singlepoint has read this Agreement, understands it and agrees to be bound by its terms and conditions. There are no understandings with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement or caused this Agreement to be executed and delivered by its duly authorized representative, all as of the day and year first written above.
| HOLDER
| SINGLEPOINT INC.
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| Signature:
| ____________________________
| Signature:
| ________________________________
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| Name:
| ____________________________
| Name:
| ________________________________
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| Title: | ____________________________ | Title: | ________________________________ |
| (if Holder is not a Natural Person) |
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[Signature Page to Conversion Agreement]
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ANNEX A
NOTICE OF CONVERSION
The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (‘Common Stock’) as set forth below, of Singlepoint, Inc., a Nevada corporation (the ‘Borrower’), according to the conditions of the 15% original issue discount convertible note of the Borrower dated as of October 26, 2022 (the ‘Note’), 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 hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Name: _________________________
Address: _________________________
_________________________
_________________________
Date of Conversion: ________________________
Applicable Conversion Price: $____________________________
Number of Shares of Common Stock to be Issued
Pursuant to Conversion of the Notes: ____________________________
Amount of Principal Balance Due remaining
Under the Note after this conversion: ___________________
Accrued and unpaid interest remaining: ____________________
_______________________________
By:___________________________________
Name:
Title:
Date:
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