Tuesday, January 15, 2013 8:58:23 AM
- Unsecured $20 mil Note
- Mandatorily convertible to both principal and interest
- Conversion at $.33/share
- Subject to max of 64 mil shares being issued
- 4% interest per annum
How many businesses can get these terms?
From Sch 13-D
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9018310
(1) Richmont Capital Partners V LP (“ Richmont Capital ”) is the payee and holder of a $20,000,000 Convertible Subordinated Unsecured Promissory Note (the “ Note ”) that is mandatorily convertible, both as to principal and interest (the “ Conversion ”), into shares of the common stock (“ Common Stock ”) of Computer Vision Systems Laboratories, Corp. (the “ Issuer ”) at $0.33 per share, subject to a maximum of 64,000,000 shares being issued. The Note bears interest at 4% per annum. As described in response to Item 5, the Conversion is subject to sufficient shares of Common Stock being available to effect the Conversion. Richmont Street LLC (“ Richmont Street ”) is the sole general partner of Richmont Capital, and John Rochon Jr. (“ Rochon ”) is the sole owner and the President of Richmont Street. Therefore, Richmont Street and Rochon may be deemed to be beneficial owners of, and share voting and dispositive power over, the shares issuable upon the Conversion.
(2) Richmont Capital has the right to receive direct ownership of the shares of Common Stock issuable upon the Conversion. Both principal and accrued and unpaid interest on the Note are convertible into shares of Common Stock at $0.33 per share subject to a maximum of 64,000,000 shares being issued.
(3) As described in the response to Item 5, if Rochon Capital Partners, Ltd. (“ RCP ”) surrenders to the Issuer the shares of Common Stock to effect the Conversion, then each of Richmont Capital, Richmont Street, and Rochon will beneficially own at least 12.3% of the outstanding Common Stock if 60,000,000 shares of Common Stock are issued in the Conversion, but no more than 13.1% of the outstanding Common Stock if 64,000,000 shares of Common Stock are issued in the Conversion. If RCP, however, does not surrender any shares of Common Stock to effect the Conversion so that the Issuer issues additional shares of Common Stock to effect the Conversion, then each of Richmont Capital, Richmont Street and Rochon will beneficially own at least 10.96% of the outstanding Common Stock if 60,000,000 shares of Common Stock are issued in the Conversion, but no more than 11.6% of the outstanding Common Stock if 64,000,000 shares of Common Stock are issued in the Conversion.
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