United
States
Securities and Exchange Commission
Washington, D.C. 20549
____________________________________________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2014
MIND SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
333-166884
(Commission File Number) |
52-2130901
(IRS Employer Identification No.) |
3525 Del Mar Heights Road, Suite 802
San Diego, California
(principal executive offices) |
92130
(Zip Code) |
(888) 461-3932
(registrant’s telephone number, including area code)
_____________________________________________________________________________________________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material
Definitive Agreement.
On September 4, 2014, we executed a Securities
Purchase Agreement with LG Capital Funding, LLC (“LG Capital”) whereby LG Capital agreed to purchase two of our 10%
convertible notes in the forms attached to the Securities Purchase Agreement as Exhibits A and B in the aggregate principal amount
of $63,000 (with the first note being in the amount of $31,500 and the second note being in the amount of $31,500 (together with
any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, the “Note”), convertible into shares of our common stock, $0.001 par value per share, upon the terms and subject
to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid
for by LG Capital as set forth the Securities Purchase Agreement. The second note (the “Second Note”) shall initially
be paid for by the issuance of an offsetting $31,500 secured note issued to the registrant by LG Capital (“Buyer Note”),
provided that prior to conversion of the Second Note, LG Capital must have paid off the First Note in cash such that the Second
Note may not be converted until it has been paid for in cash.
Conversion Right. Subject to the
terms of the Note, LG Capital shall have the right, at LG Capital's option, to convert the outstanding principal amount and interest
under the Note in whole or in part.
Reservation and Issuance of Underlying
Securities. Mind Solutions covenants that it will at all times reserve and keep available out of its authorized and unissued
common stock solely for the purpose of issuance upon conversion of the Note (including repayments in stock), free from preemptive
rights or any other actual contingent purchase rights of persons other than LG Capital, not less than four times (4x) the number
of shares of common stock as shall be issuable (taking into account the adjustments under the Note but without regard to any ownership
limitations contained the Securities Purchase Agreement) upon the conversion of the Note into common stock. Mind Solutions covenants
that all shares of common stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable
and freely-tradable. Mind Solutions agrees that this is a material term of the Note.
Conversion Limitation. LG Capital
will not submit a conversion to Mind Solutions that would result in LG Capital owning more than 9.9% of the total outstanding shares
of Mind Solutions.
As of the date of this report, the Note
remains unpaid. There have been no conversions of the Note.
Copies of the Securities Purchase Agreement
and the notes in favor of LG Capital are filed as exhibits to this report.
At September 9, 2014, the registrant
had outstanding 960,705,710 shares of common stock, par value $0.001 per share.
Item 1.02 Termination of a
Material Definitive Agreement.
On March 11, 2014, Mind Solutions, Inc.,
a Nevada corporation (the “registrant”) and Premier Venture Partners, LLC, a California limited liability registrant
(the “Investor”) executed that certain Equity Purchase Agreement (the “Equity Purchase Agreement”), whereby
the Investor was to invest up to One Million Dollars ($1,000,000) to purchase the registrant’s common stock par value $0.001
per share (the “Common Stock”). Such investments was to be made in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated
by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available
with respect to any or all of the investments in Common Stock to be made the Equity Purchase Agreement. Contemporaneously with
the execution and delivery of the Equity Purchase Agreement, the parties executed and delivered a Registration Rights Agreement
substantially in the form attached to the Equity Purchase Agreement as Exhibit A (the “Registration Rights Agreement”)
pursuant to which the registrant agreed to provide certain registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws.
On June 27, 2014, we filed a registration
statement on Form S-1 in connection with the Premier Equity Purchase Agreement. However, on July 17, 2014, pursuant to Rule 477
of Regulation C promulgated under the Securities Act, we withdrew our registration statement, inasmuch as we received notice from
the Securities and Exchange Commission on July 3, 2014, that the Commission’s preliminary review of the registration statement
indicated that we were not entitled to file the registration statement for our equity line financing, inasmuch as the shares of
our common stock are quoted for sale on the OTCPK operated by OTC Market Group, Inc. No securities were sold in connection with
the registration statement. As of the date of this report, we have terminated the Premier Equity Purchase Agreement.
Item 3.03 Material Modification
to Rights of Security Holders.
On September 10, 2014, we filed with
the Secretary of State of Nevada a Certificate of Designation with respect to 10,000,000 shares of our preferred stock. The shares
of our preferred stock shall have the voting powers, designations, preferences, limitations, restrictions and relative rights as
set forth in the Certificate of Designation, a copy of which is filed as an exhibit to this report.
Item 9.01. Financial Statements
and Exhibits.
(a) Financial
statements of business acquired. Not applicable.
(b) Pro forma
financial information. Not applicable.
(c) Shell company
transactions. Not applicable.
(d) Exhibits.
Exhibit No. |
Identification of Exhibit |
4.1* |
Certificate of Designation for Series A Preferred Stock filed with the Secretary of State of Nevada on September 10, 2014. |
10.1* |
Securities Purchase Agreement dated September 4, 2014, between LG Capital Funding, LLC and the registrant with respect to the issuance of convertible promissory note in the aggregate amount of $63,000. |
10.2* |
10% Convertible Redeemable Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500. |
10.3* |
Collateralized Secured Promissory Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500. |
____________
* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 10, 2014. |
MIND SOLUTIONS, INC. |
|
|
|
|
|
By /s/ Kerry Driscoll |
|
Kerry Driscoll, Chief Executive Officer |
MIND SOLUTIONS, INC.
CERTIFICATE OF DESIGNATION
FOR THE
SERIES A PREFERRED
STOCK
Series A Preferred
Stock to consist of 10,000,000 shares:
1.
Dividends. Except as provided herein, the Holders of outstanding shares of the Series
A Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by the Board
of Directors of Mind Solutions, Inc., a Nevada corporation (the “Company”). If shares of the Series A Preferred Stock
or the common stock of the Company, $0.001 par value per share (the “Common Stock”) are to be issued as a dividend,
any such shares shall be issued at Market Value. “Market Value” for the Common Stock for the purposes of this Certificate
of Designation shall mean the average Closing Bid Price for the Common Stock for the five business days preceding the declaration
of a dividend by the Board of Directors. “Market Value” with respect to any shares of the Series A Preferred Stock
shall be as determined by the Board of Directors, whose decision shall be final and binding on all parties.
2.
Redemption Rights. Subject to the applicable provisions of Nevada law, the Company,
at the option of its directors, may at any time or from time to time redeem the whole or any part of the outstanding Series A Preferred
Stock. Any such redemption shall be pro rata with respect to all of the Holders of the Series A Preferred Stock. Upon redemption,
the Company shall pay for each share redeemed at the Market Value per share, payable in cash (the “Redemption Price”).
At least 30 days
previous notice by mail, postage prepaid, shall be given to the Holders of record of the Series A Preferred Stock to be redeemed,
such notice to be addressed to each such Holder at the address of such Holder appearing on the books of the Company or given by
such Holder to the Company for the purpose of notice, or if no such address appears or is given, at the place where the principal
office of the Company is located. Such notice shall state the date fixed for redemption and the Redemption Price, and shall call
upon the Holder to surrender to the Company on said date at the place designated in the notice such Holder’s certificate
or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each
Holder of Series A Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Company
at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than
all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary
for the redemption shall be available therefor, notwithstanding that the certificates evidencing any Series A Preferred Stock called
for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith
after such date cease and determine, except only the right of the Holders to receive the Redemption Price without interest upon
surrender of their certificates therefor.
If, on or
prior to any date fixed for redemption of Series A Preferred Stock, the Company deposits, with any bank or trust company as a
trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with
irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete
the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or
prior thereto, the Redemption Price of the shares to their respective holders upon the surrender of their share certificates,
then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be
redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall
constitute full payment of the shares to their Holders, and from and after the date of the deposit the shares shall no longer
be outstanding and the Holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights
with respect thereto except the right to receive from the bank or trust company payment of the Redemption Price of the shares
without interest, upon the surrender of their certificates therefor. Any interest accrued on any funds so deposited shall be
the property of, and paid to, the Company. If the Holders of Series A Preferred Stock so called for redemption shall not, at
the end of six years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust
company shall thereupon pay over to the Company such unclaimed funds, and such bank or trust company shall thereafter be
relieved of all responsibility in respect thereof to such Holders and such Holders shall look only to the Company for payment
of the Redemption Price.
3.
Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, the Holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive
out of the assets of the Company the sum of $0.001 per share (the “Liquidation Rate”) before any payment or distribution
shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series A Preferred
Stock. Upon the dissolution, liquidation or winding up of the Company, the following shall also apply:
(a)
The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or
winding up of the Company for purposes of this Paragraph 3, but the merger or consolidation of the Company into or with any other
corporation, or the merger or consolidation of any other corporation into or with the Company, shall not be deemed a dissolution,
liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3.
(b)
After the payment to the Holders of shares of the Series A Preferred Stock of the full preferential
amounts fixed by this Paragraph 3 for shares of the Series A Preferred Stock, the Holders of the Series A Preferred Stock as such
shall have no right or claim to any of the remaining assets of the Company.
(c)
In the event the assets of the Company available for distribution to the Holders of the Series
A Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class
or series of capital stock of the Company ranking on a parity with the shares of the Series A Preferred Stock, if any, upon such
dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the
Series A Preferred Stock, ratably, in proportion to the full distributive amounts for which Holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.
4.
Conversion of Series A Preferred Stock. Subject to the terms hereof, at any time, the
Holder of shares of the Series A Preferred Stock shall have the right, at such Holder’s option, to convert any number of
shares of the Series A Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the
shares of such Series A Preferred Stock are issued to such Holder (the “Issue Date”). In the event that the Holder
of the Series A Preferred Stock elects to convert such shares into Common Stock, the Holder shall have 60 days from the date of
such notice in which to tender his shares of Series A Preferred Stock to the Company. Any such conversion shall be upon the other
following terms and conditions described herein. Subject to adjustment as provided herein, each share of the Series A Preferred
Stock shall be convertible into 100 fully paid and nonassessable share of the Common Stock (the “Conversion Rate”).
5.
Adjustment of Conversion Rate for Dilution and Other Events. In order to prevent dilution
of the rights granted to the Holders of shares of the Series A Preferred Stock, the Conversion Rate will be subject to adjustment
from time to time as follows:
(a)
Adjustment of Conversion Rate upon Subdivision or Combination of the Common Stock.
If the Company at any time after the Issue Date subdivides (by any share split, share dividend, recapitalization or otherwise)
its outstanding Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision
will be proportionately reduced. If the Company at any time combines (by combination, reverse share split or otherwise) its outstanding
Common Stock into a smaller number of shares and the Conversion Rate in effect immediately prior to such combination will be proportionately
increased.
(b)
Reorganization, Reclassification, Consolidation, Merger, or Sale. Any recapitalization, reorganization, reclassification,
consolidation. merger, or other similar transaction which is effected in such a way that holders of the Common Stock are entitled
to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the
Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company
will make appropriate provision, in form and substance satisfactory to the Holders of a majority of the outstanding shares of
the Series A Preferred Stock, to ensure that each of the Holders of shares of the Series A Preferred Stock will thereafter have
the right to acquire and receive in lieu of or in addition to, as the case may be, the shares of the Common Stock immediately
theretofore acquirable and receivable upon the conversion of such Holder’s Series A Preferred Stock, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately
theretofore acquirable and receivable upon the conversion of such Holder’s shares of the Series A Preferred Stock had such
Organic Change not taken place. In any such case, the Company will make appropriate provision, in form and substance satisfactory
to the Holders of a majority of the outstanding shares of the Series A Preferred Stock, with respect to such Holders’ rights
and interests to ensure that the provisions of this paragraph and Paragraph 3(c) below will thereafter be applicable to the Series
A Preferred Stock. The Company will not effect any such consolidation or merger, unless prior to the consummation thereof the
successor entity resulting from such consolidation or merger, if other than the Company, assumes, by written instrument, in form
and substance satisfactory to the Holders of a majority of the outstanding shares of the Series A Preferred Stock, the obligation
to deliver to each Holder of shares of the Series A Preferred Stock such shares of stock, securities or assets as, in accordance
with the foregoing provisions, that such Holder may be entitled to acquire.
(c)
Notices. Immediately upon any adjustment of the Conversion Rate, the Company will give
written notice of such adjustment to each Holder of shares of the Series A Preferred Stock, setting forth in reasonable detail
and certifying the calculation of such adjustment. The Company will give written notice to each Holder of shares of the Series
A Preferred Stock at least 20 days prior to the date on which the Company closes its books or takes a record with respect to any
dividend or distribution upon the Common Stock, or with respect to any pro rata subscription offer to holders of the Common Stock.
The Company will also give written notice to each Holder of shares of the Series A Preferred Stock at least 20 days prior to the
date on which any Organic Change, dissolution or liquidation will take place.
(d)
Purchase Rights. If at any time the Company grants, issues or sells any options, convertible
securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of the Common Stock
(the “Purchase Rights”), then each Holder of shares of the Series A Preferred Stock will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder
had held the number of shares of the Common Stock acquirable upon complete conversion of the Holder’s shares of the Series
A Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of the Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.
(e)
Mechanics of Conversion. To convert shares of the Series A Preferred Stock into full
shares of the Common Stock on any date (the “Conversion Date”), the Holder thereof shall (i) deliver or transmit by
facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific Time, on the Conversion Date, a copy of a fully executed
notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”), and (ii) surrender
to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a “Preferred
Stock Certificate”) representing the shares of the Series A Preferred Stock being converted, or an indemnification undertaking
with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice.
Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation
of receipt of such Conversion Notice to such Holder. Within five business days of the Company’s receipt of the originally
executed Conversion Notice and the Holder’s Preferred Stock Certificate(s), the Company shall issue and surrender to a common
carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its designee, for the number of shares of the Common Stock to which the Holder is entitled.
(f)
Record Holder. The person or persons entitled to receive shares of the Common Stock
issuable upon conversion of shares of the Series A Preferred Stock shall be treated for all purposes as the record holder or holders
of such shares of the Common Stock on the Conversion Date.
(g)
Share Fractions. As permitted by the Nevada Revised Statutes, the Company may either
pay the fair market value of share fractions in cash, issue scrip or warrants, or arrange for the disposition of share fractions.
(h)
Reissuance of Certificates. In the event of a conversion of less than all of the shares
of the Series A Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be
issued and delivered to the Holder of such Series A Preferred Stock a new Series A Preferred Stock Certificate representing the
remaining shares of the Series A Preferred Stock which were not corrected.
6.
Reservation of Shares. The Company shall, so long as any of the shares of the Series
A Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely
for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, the number of shares of the Common Stock
as shall from time to time be sufficient to affect the conversion of all of the outstanding shares of the Series A Preferred Stock.
7.
Preferred Status. The rights of the shares of the Common Stock shall be subject to
the preferences and relative rights of the shares of the Series A Preferred Stock. Without the prior written consent of the Holders
of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock, the Company shall not hereafter authorize
or issue additional or other capital stock that is of senior or equal rank to the shares of the Series A Preferred Stock in respect
of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company described in
Paragraph 3 above.
8.
Restriction on Dividends. If any shares of the Series A Preferred Stock are outstanding,
the Company shall not, without the prior written consent of the Holders of not less than two-thirds (2/3) of the then outstanding
shares of the Series A Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any
of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend
in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each Holder of shares of the
Series A Preferred Stock an amount in cash equal to the amount such Holder would have received had all of such Holder’s shares
of the Series A Preferred Stock been converted to shares of the Common Stock on the business day prior to the record date for any
such dividend.
9.
Vote to Change the Terms of the Series A Preferred Stock. Without the prior written
consent of the Holders of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock, the Company
shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series A Preferred Stock.
10.
Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series
A Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company’s
discretion, by the Holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock
Certificate(s), the Company shall execute and deliver new Series A Preferred Stock Certificate(s) of like tenor and date; provided,
however, the Company shall not be obligated to re-issue Series A Preferred Stock Certificates if the Holder thereof contemporaneously
requests the Company to convert such shares of the Series A Preferred Stock into the Common Stock.
11.
Denial of Preemptive Rights. No Holder of shares of the Series A Preferred Stock shall
by reason of his holding of such shares have any preemptive or preferential rights to purchase or subscribe to any shares of any
class of the Company’s capital stock now or hereafter to be authorized or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or
not the issuance of any such shares, or such notes, debentures, bonds or other securities would adversely affect dividend or voting
rights of Holders of shares of the Series A Preferred Stock, other than such rights, if any, as the Board of Directors in its discretion
may fix; and the Board of Directors may issue shares of any class of the Company, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the Holders of the Series A Preferred Stock.
12.
Voting Rights. Holders of shares of Series A Preferred Stock shall have no voting rights,
except as required by law, including but not limited to the Nevada Revised Statutes, and as expressly provided in this Certificate
of Designation.
13.
Certain Defined Terms. For purposes of this Certificate of Designations, the following
terms shall have the following meanings:
(a)
“Bloomberg” means Bloomberg Financial Markets.
(b)
“Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to remain closed.
(c)
“Closing Bid Price” means, for any security as of any date, the last closing bid
price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade
price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 5:00:00 p.m., New
York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for
such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last
closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for
such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security
as reported in the OTC Markets Group, Inc. If the Closing Bid Price cannot be calculated for a security on a particular date on
any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holders. All such determinations shall be appropriately adjusted for any share dividend, share split, share
combination or other similar transaction during the applicable calculation period.
(d)
“Eligible Market” means the Principal Market, NYSE, the Nasdaq National Market,
The American Stock Exchange, The Nasdaq Capital Market, the OTCBB, the OTCQB, or the OTCPK.
(e)
“Holder” means any owner of shares of the Series A Preferred Stock.
(f)
“NYSE” means The New York Stock Exchange, Inc.
(g)
“Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.
(h)
“Principal Market” means the OTCBB, the OTCQB or the OTCPK.
14.
Limitation on Beneficial Ownership. The Company shall not effect and shall have no
obligation to effect any conversion of shares of Series A Preferred Stock, and no Holder shall have the right to convert any shares
of Series A Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together
with such Person’s affiliates) would have acquired, through conversion of shares of the Series A Preferred Stock or otherwise,
beneficial ownership of a number of shares of the Common Stock that exceeds 9.99% (“Maximum Percentage”) of the number
of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,
the number of shares of the Common Stock beneficially owned by a Person and its affiliates shall include the number of shares of
the Common Stock issuable upon conversion of the shares of Series A Preferred Stock that are subject to a pending conversion notice
for which the determination of whether the Maximum Percentage had been exceeded is being determined, but shall exclude the number
of shares of the Common Stock which would be issuable upon (a) conversion of any remaining, nonconverted shares of Series A Preferred
Stock beneficially owned by such Person or any of its affiliates not subject to a pending conversion notice, and (b) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any
warrants) beneficially owned by such Person or any of its affiliates that are similarly subject to a limitation on conversion or
exercise analogous to the limitation
contained in this Paragraph 14. Except
as set forth in the preceding sentence, for purposes of this Paragraph 14, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Paragraph 14, in determining the number
of outstanding shares of the Common Stock, a Holder may rely on the number of outstanding of shares of the Common Stock as reflected
in (A) the Company’s most recent Form 8-K, Form 10-Q, or Form 10-K, as the case may be, (B) a more recent public announcement
by the Company, or (C) any other notice by the Company or its transfer agent setting forth the number of shares of the Common Stock
outstanding. Upon the written request of any Holder, the Company shall promptly, but in no event later than one Business Day following
the receipt of such notice, confirm orally and in writing to any such Holder the number of shares of the Common Stock then outstanding.
In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to all conversions of
shares of Series A Preferred Stock by such Holder and its affiliates that had occurred since the date as of which such number of
outstanding Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage
to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first
day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not
to any other Holder.
EXHIBIT A
MIND SOLUTIONS, INC.
CONVERSION NOTICE
In accordance with
and pursuant to the provisions of the Certificate of Designation establishing Series A Preferred Stock of Mind Solutions, Inc.,
the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, $0.001 par value per share, of Mind
Solutions, Inc., a Nevada corporation (the “Company”), indicated below into shares of the Common Stock, $0.001 par
value per share (the “Common Stock”), of the Company, by tendering the stock certificate(s) representing the share(s)
of the Series A Preferred Stock specified below as of the date specified below.
The undersigned
acknowledges that the securities issuable to the undersigned upon conversion of shares of the Series A Preferred Stock may not
be sold, pledged, hypothecated or otherwise transferred unless such securities are registered under the Securities Act of 1933,
as amended, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that
registration is not required. A legend in substantially the following form will be placed on any certificates or other documents
evidencing the securities to be issued upon any conversion of the shares of the Series A Preferred Stock:
THE SECURITIES REPRESENTED BY THIS
INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER.
Date of Conversion:
Number of shares of the Series A Preferred Stock to be converted:
Stock certificate no(s). of the shares of the Series A Preferred Stock to be converted:
Number of shares of the Common Stock to be issued:
Name in which shares of the Common Stock are to be issued:
____________________
Signature
____________________
Printed Name and Address
___________________
___________________
___________________






















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