Principal Amount: US$175,000.00 Issue Date: February 6, 2018
Purchase Price: US$157,000.00
OID: $18,000.00
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED , VET ONLINE SUPPLY, INC. , a Florida corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of AUCTUS FUND, LLC , a Delaware limited liability company, or registered assigns (the “Holder”) the sum of US$175,000.00 together with any interest as set forth herein, on November 6, 2018 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
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This Note carries an original issue discount of $18,000.00 (the “OID”), to cover the Holder’s accounting fees, as well as monitoring and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $157,000.00, computed as follows: the Principal Amount minus the OID.
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Calculation of Conversion Price .
Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall equal the lesser of (i) 58% multiplied by the lowest Trading Price (as defined herein) of the Common Stock (representing a discount rate of 42%) during the previous thirty (30) Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).
The “Variable Conversion Price” shall mean 50% multiplied by the lowest Trading Price (representing a discount rate of 50%) during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of conversion (the “Market Price”).
“Trading Price” means, for any security as of any date, the lesser of: (i) the lowest trade price on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTC Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc., or (ii) the closing bid price on the OTC Pink, OTCQB or applicable trading market as reported by a Reporting Service designated by the Holder or, if the OTC Pink is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law.
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Convertible promissory Notes start converting when the debt is aged at least 6 months, as per Rule 144.
Is it already 6 months past February ?
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