Bulova Technologies Group Inc (fka BTGI)

[srm4u]

On March 4, 2015 Bulova Technologies Group, Inc. (the "Company") closed a transaction whereby it borrowed Four Million Dollars ($4,000,000) in exchange for a convertible secured promissory note (“Note”), together with detachable immediately exercisable 10 year warrants (the "Warrants") to purchase up to 12,000,000 shares of the Company's common stock, par value $.001 per share (the "Common Stock") at an exercise price of $.02 per share.

The Note matures on February 5, 2021 and bears interest at seven percent (7%), which is payable quarterly. The full amount of the unpaid balance of the Note is payable upon a Change of Control Event as defined in the Note, which is attached as an exhibit.

The Note is convertible into shares of the Company’s common stock at the following conversion rates:

From 181 days after the date of the Note through the balance of
Year 1 - $.10/share
Year 2 - $.20/share
Year 3 - $.30/share
Year 4 - $.40/share
Year 5 - $.50/share

The Company also issued additional warrants to purchase up to 10,000,000 shares of common stock on the same terms as the Warrants, in exchange for subordination of certain security interests in the Company's assets held by existing shareholders. The debt underlying the security interests was also made convertible into shares of the Company's common stock upon the same terms as provided to the lender of the Four Million Dollars ($4,000,000).

All of the entities involved in the acquisition of the securities in connection with the transactions were accredited investors as such term is defined in Rule 502 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") and relied on the exemptions provided under Section 4(a)(2) of the Securities Act. There were no placement agent fees or commissions in connection with this transaction.

https://www.sec.gov/Archives/edgar/data/317889/000143774915007627/ex10-1.htm
https://www.sec.gov/Archives/edgar/data/317889/000143774915007627/blvt20150416_8k.htm