On July 24, 2014, Eyes on the Go, Inc., a Delaware corporation, (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with purchaser CHRIS CAREY ADVISORS, LLC (the “Purchaser”). The Purchaser is controlled by the Company’s Chief Executive Officer (“CEO”), Christopher Carey. The primary purpose of the transaction is to relieve the Company of debt owed to the Purchaser for services provided to the Company, in exchange for the Company’s delivery of securities of the Company as set forth in the Purchase Agreement. The transaction is exempt from registration pursuant to Section 4(2) of the Securities Exchange Act of 1934, and Rule 506 promulgated thereunder.
Method of Conversion .
a) Mechanics of Conversion . Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.
b) Surrender of Note Upon Conversion . Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, primafacie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
The Purchaser will have the right from time to time, and at any time during the term of the Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock. Subject to an aggregate limitation on conversion, the number of shares of Common Stock to be issued upon each conversion will be determined on the date of conversion generally with reference to the lower of a (i) fixed price per share of Common Stock, or (ii) the prevailing market price of the Common Stock, discounted by fifteen (15%) percent. Details of the conversion mechanisms are set forth. The Note contains a “blocker” provision limiting the number of shares of common stock into which the Note is convertible to 4.99% of the outstanding shares of the Company’s common stock
