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Arthur

11/18/11 11:46 AM

#12451 RE: g2nec #12450

It varies

PERSAVIP CORP. 8% CONVERTIBLE PROMISSORY NOTE DUE JULY 18, 2012
THIS Note is a duly authorized issuance of up to $200,000.00 of PERSAVIP CORP (...)
FOR VALUE RECEIVED, the Company promises to pay to ________________________, the registered holder hereof (the "Holder"), the principal sum of two hundred thousand and 00/100 Dollars (US $200,000.00), multiplied by the associated redemption premium (outlined in Section 1A below) (“Note Premium”), plus accrued interest in the amount of eight percent (8%) per annum on all outstanding principal on July 18, 2012 (the “Maturity Date”).
The Holder of this Note is entitled at any time, at its option, subject to the following provisions, to convert all or a portion of the principal amount of this Note plus accrued interest into shares of Common Stock at a conversion price per share of Common Stock equal to the Current Market Price multiplied by seventy percent (70%) (the “Conversion Price”). “Current Market Price” means the average of the closing trading prices for the Common Stock as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market for the five (5) trading days ending on the trading day immediately before the relevant Conversion Date

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SECURITIES SETTLEMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is by and between ______________ (“CLAIMANT”) and the undersigned ("COMPANY" or "DEBTOR")
5. Conversion of Debt into Common Stock.
(A) At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY and this Agreement is no longer outstanding, this Agreement, including interest and principal, shall be convertible into shares of Common Stock in the COMPANY at 55 percent of the average of the 5 closing prices for the Common Stock during the 5 trading days prior to conversion.

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THIS DEBENTURE is a duly authorized and issued 12% Convertible Debentures of PERVASIP CORP, a New York corporation, having a principal place of business at 75 South Broadway#400,White Plains, New York 10601 (the "Company"), due December 24, 2011 (the "Debenture"). FOR VALUE RECEIVED, the Company promises to pay to REDWOOD MANAGEMENT, LLC ...
Section 4. Conversion .
(a) (i) Holder's Conversion Right. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the lowest trading price, determined on the then current trading market for the Company’s common stock, for 20 trading days prior to conversion, (the “Set Price”) at the option of the Holder, in whole at any time and from time to time.