Yippy, Inc. (YIPI)

[BigBake1]

Read the whole agreement, it is in there. If Vivisimo wanted shares they had to request it 10 days before the date of maturity, it was an option provided to them. For example if the share price were for some reason over $2 per share they would exercise their right to not take the cash and instead request conversion to shares, because obviously they would make more money from the shares, but they had to do so 10 before the due date.

This is not difficult stuff, the note could have been paid in cash anytime all the way until the due date. It wasnt, the payment wasnt "specified" to being "cash" only, the payment could be any instrument. It doesnt go into default because item B of the default clause states they are not in default if they provide shares.

If the Holder elects to convert this Note on the Maturity Date,
the Holder shall deliver a notice (the “Conversion Notice”) to the Company not later than ten (10)
days prior to the Maturity Date. If the Holder has delivered a Conversion Notice to the Company,
then on the Maturity Date, the Company will issue and deliver to the Holder, a certificate or
certificates for the number of shares to which the Holder is entitled upon such conversion, together
with any other securities and property to which the Holder is entitled upon such conversion under the
terms of this Note, including a check payable to the Holder for any cash amounts payable as
described herein against surrender of this Note by the Holder.

The debt was owed, in the default provisions letter B expressly states that this would be in default if the shares were not paid upon conversion of the note.

(b) the Company shall fail to observe or perform any other covenant or
agreement required to be observed or performed by the Company under this Note, including
without limitation, the obligation to deliver the Shares upon conversion of this Note;

The debt was converted to shares by the company, they didnt pay cash and because the agreement was written well they didnt have to pay cash. As I said either way Vivisimo was getting shares.

THE ONLY CASH STIPULATION IN THE ENTIRE CONTRACT WAS THE CLOSING AGREEMENT FOR $450,000

Everything thing else was up to how Yippy paid the debt on the due date. There were no stipulations to pay cash only on due date of the Notes. Visivimo couldnt claim default as provision B made it clear as long as they provided shares on conversion of the note it was not in default of the agreement. The only way Vivisimo was not "automatically" going to get shares as payment is if Yippy paid the debt in cash or if Vivisimo requested the option to convert to shares 10 days before the due date of the Note.

I never said it was a "bad deal", it however is yet another deal made that wasnt on the level as the terms were made based upon a registered company. That is the point, Rich knew he was going to de-register yet he signed a deal with terms based upon a registered company. There were no provisions in that agreement concerning the de-registering of the company. Yippy had no requirements to pay cash, could convert the debt to shares and the shares couldnt be sold because the company was no longer registered and now a "shell" which also excludes any exemptions from registration.