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On October 12, 2020 Singlepoint Inc. (the “Company”) entered into an Amendment to Secured Convertible Promissory Notes (this “Amendment”) with Iliad Research and Trading, L.P., a Utah limited partnership (“Iliad”), and UAHC Ventures LLC, a Nevada limited liability company (“UAHC Ventures”, and together with Iliad, “Lender”).
The Amendment provides for the amendment to certain terms contained in the following notes the Company issued: (1) Secured Convertible Promissory Note dated October 6, 2017 issued to UAHC Ventures in the original principal amount of $670,000.00 (“Note 1”), and (2) Secured Convertible Promissory Note dated November 5, 2018 issued to Iliad in the original principal amount of $5,520,000.00 (“Note 2”, and together with Note 1, the “Notes”).
Below is a description of the material terms of the Amendment (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the related agreement).
The Maturity Date for each Note was extended until December 31, 2022.The Lender agreed to refrain from making any conversion under the Notes subject to the terms, amendments, conditions and understandings expressed in this Amendment. Pursuant to the terms of the original notes with Iliad and UAHC Ventures the Company issued an aggregate of 179,999,700 shares of Common Stock (the “Conversion Shares”) which are to be held by the Lender pending compliance with the terms of the Amendment.
Pursuant to the Amendment the Company agreed that during the period beginning on October 1, 2020 and ending on January 31, 2021 (the “Volume Limitation Period”) Company will limit its sales of Conversion Shares to $25,000.00 in net proceeds per month. Subject to the terms, conditions and understandings contained in the Amendment, following the timely delivery of the Conversion Shares, Lender agreed that during the Volume Limitation Period: (a) it will not seek to convert any portion of the Outstanding Balance of either of the Notes into Common Stock; and (b) it will not sell any Conversion Shares that were not sold during the Volume Limitation Period (the “Standstill”). During the Volume Limitation Period, on the first day of each month (or within three (3) Trading Days of execution of this Agreement for the October payment), Company will make monthly cash payments to Lender in the amount of $25,000.00. Lender acknowledges that it has received $5,000.00 toward the October payment. Beginning on February 1, 2021 and continuing thereafter until the Note is paid in full, Company will make monthly cash payments to Lender in the amount of $50,000.00.
In the event Company fails to make any cash payment as and when required under the Note or the Amendment, notwithstanding the Standstill, the Volume Limitation Period, or anything else to the contrary in the Amendment, Lender shall be permitted to sell Conversion Shares (in addition to any other Conversion Shares it may sell in accordance with the terms of this Amendment) until its net proceeds (meaning the gross sales proceeds less all transfer agent fees, attorneys fees, and other costs Lender incurs in selling the Conversion Shares) are equal to the amount Company failed to pay to Lender when due, plus all applicable late fees, default interest, and other amounts that may have accrued on such unpaid amount pursuant to the Notes and the Amendment.
The foregoing summary of terms is subject to, and qualified in its entirety, by the documents attached hereto as Exhibits 10.1, which are incorporated herein by reference.
The foregoing was not registered under the Securities Act of 1933 and was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Regulation D thereof.
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