Conversion Price is .02 for $450k to payoff $7 Million Debt
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,
Item 1.01 Entry into a Material Definitive Agreement.
On February 8, 2013, LV Administrative Services, Ltd. ("LV"), as agent acting on behalf of certain holders of debt (the "Holders"), entered into an assignment and assumption agreement (the "Assignment Agreement"), as assignor, with NetCapital.com LLC ("NCC"), as assignee, pursuant to which LV assigned the Notes (as hereinafter defined), and all rights owing thereunder, to NCC for a total purchase price of $350,000, payable over eight weeks beginning on February 15, 2013.
The "Notes" as defined herein means those certain outstanding promissory notes previously issued by Pervasip Corp. (the "Company") to the Holders, in the approximate principal aggregate amount of $7,044,000.
Effective February 6, 2013, the Company entered into a securities settlement agreement (the "Settlement Agreement") with NCC, pursuant to which the Company shall pay $450,000 to NCC and, upon such payment in full, the outstanding aggregate principal amount shall be satisfied in full and the Notes shall be cancelled.
Alternatively, NCC may convert the $450,000 due under the Settlement Agreement into shares of the Company's common stock, par value $0.001 (the "Common Stock"), at a conversion price equal to $0.02 per share.
Under the Assignment Agreement, the interest rate on the Notes is reset to zero percent per annum beginning on January 31, 2012, and LV shall not be permitted to, among other things, attempt to collect payments on the Notes from the Company, pledge the Notes to third parties, or foreclose on the Notes.
As further consideration, the Company issued to the Holders a series of three-year warrants to purchase an aggregate of 10 million shares of Common Stock at a price of $0.01.
