On January 8, 2019, XSport Global, Inc., a Wyoming corporation (the “Company”), consummated the offering of an 8% Convertible
Promissory Note in the principal amount of $53,000 (the “Note”) in a private placement to an accredited investor. In connection with the sale of the Note, the Company also entered into a Securities Purchase Agreement relating to the sale of the
Note (the “Purchase Agreement”).
The 8% Note will mature on January 8, 2020, and bears interest at a rate of 8% per annum. It is convertible into Common Stock on
any date after July 7, 2019, after which the Note may be converted into the Company’s common stock (the “Common Stock”) at a 35% discount to the average of the lowest two trading prices of the Common Stock during the 15 trading days prior to
the date of the conversion notice. Such conversion is subject to certain additional terms and conditions, including a non-waivable limitation on the noteholder’s ability to convert the Note into an amount of Common Stock that would result in
the noteholder, together with its affiliates, owning more than 4.99% of the outstanding Common Stock.
The Note may be prepaid in full on any day on or prior to July 7, 2019, but is subject to prepayment premiums that increase over
time. Upon maturity of the Note, those prepayment premiums cease to be effective.
No mandatory redemption or sinking fund provisions are provided for in the Note. However, the Note is subject to certain additional
terms and conditions, including certain remedies in connection with certain customary events of default.
In connection with the sale of the Note, the Company entered into a Purchase Agreement relating to the sale of the Note, which
includes certain customary representations and warranties, and pursuant to which the Company agreed to comply with certain customary affirmative and negative covenants during the period the Note is outstanding.
The foregoing description of the Note and Purchase Agreement do not purport to be complete and are qualified in their entirety by
reference to the form of Note and Purchase Agreement filed hereto as Exhibit 10.1 and 10.2, respectively.