This is where it went...IMO
Securities Purchase Agreement and Convertible Promissory Note
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.
The Purchaser, by entering the Purchase Agreement and a related Convertible Promissory Note (the “Note”) will forgive the original face amount of debt in the amount of $894,923 owed by the Company to the Purchaser, in exchange for Note which provides for interest at the rate of eight (8%) percent per annum and grants the Purchaser the right to convert $744,923 into unregistered common stock of the Company, $0.000001 par value per share (“Common Stock”). The Note matures on April 24, 2015 (the “Maturity Date”). At the Purchaser’s election, the Maturity Date may be extended a further nine (9) months. The original face amount of the Note, together with accrued interest (to the extent not converted into common stock) will be due on the Maturity Date. The Note also provides for default interest at the rate of fifteen percent (15%) per annum for amounts not timely paid.
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
