Verus International Inc (VRUS)

[NoMoDo]

Sorry, that isn't right. My gut reaction is that this is a much better TOXIC financing than the previous financings, but it is still toxic financing. There also isn't a maximum of 4.9%. I think the financing is an interesting spin, but don't get too excited. It likely gets around usury laws while still sticking it to investors.

From company’s point of view, the ONLY way to get the $5M in finance is if share price goes up, because at the prices we have now, it would only receive $400,878 of the $5M (133,625,991 shares X 0.003 = $400,878).

From the following terms, the "investor" lender can never own more than 4.9% of the company. This is a provision that keeps the "investor" lender from gaining control over the company, not limiting the number of shares sold. The company can take 4.9% and then sell them all only to take another 4.9% capping at $5 mil worth. What makes it toxic? 95% of market price (lowest 1 day price). They get more shares if they can tank the price - even for a moment with a 1 share sale.

(g) BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice.

How quickly can it dump shares?