John Paul DeJoria - 16 May 2024 Form 4 Insider Report for REGO PAYMENT ARCHITECTURES, INC. (RPMT)

Footnote F1

Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.

Footnote F2

Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date.

Footnote F3

The Reporting Person beneficially owns a total of 164,446 shares of Series B Preferred Stock, consisting of (i) 44,445 shares directly held by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee, (ii) 44,445 shares directly held by the John Paul DeJoria Family Trust, a trust of which the Reporting Person is the settlor and trustee, and (iii) 75,556 shares directly held by the Reporting Person.