Unionashton Management Ltd
Exhibit 10.9
Unionashton Management Ltd
Loyalist Plaza, ▇▇▇ ▇▇▇▇▇▇ Blvd.
▇▇▇▇▇ Harbor, Abacos, Bahamas
November 14, 2012
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Attention: Mr. ▇▇▇ ▇▇▇▇▇▇▇ - CEO
Dear Sirs:
Re: Bridge Loan
This letter will serve to confirm our agreement wherein, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we have agreed to loan a total of US$200,000 (the “Loan”) to Biologix Hair Inc. (“Biologix”) on the following terms and conditions.
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The principal amount of the US$200,000 Loan, shall be due and payable on demand.
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The Loan shall bear interest at the rate of 5% (five percent) per annum, payable on maturity.
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At the option of the lender the entire amount due and payable under the terms of the note, the accrued interest and the warrant will be convertible into shares of Biologix Hair Inc. and have the following conversion features:
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The total amount of principal remaining on the note plus accrued interest and the warrant are all convertible into common shares of Biologix Hair Inc. at the lower price of either US$ 1.00 per share or a 20% discount to the most recent private financing incurred by Biologix Hair Inc., as long as it is a private enterprise, or a 20% discount to the prevailing 10-day moving average of the closing price of the company's shares, should they be quoted on a public stock exchange or be converted into shares of another public company by means of acquisition, share exchange or other form of share transfer. The convertible feature must be recognized as transferring into the shares of the prevailing new entity.
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If Biologix determines to pay any cash principal or interest payments on the note during the term, it agrees to give the Lender 48 hours notice of the details for the Lender to determine how much if any of the proposed payment is to be converted into Biologix equity.
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The convertibility of the debt may be done at the sole discretion of Unionashton Management Ltd. and may be done in any incremental amount.
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3.
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The obligations of Biologix will be evidenced by a promissory note in the form attached hereto. |
Accepting that the above accurately details your understanding of our agreement in this regard could you please execute this letter where indicated and return same at your early convenience.
Yours truly,
Unionashton Management Ltd.
Per: ____________________________
Acknowledged and agreed to this 14th day of November, 2012 by:
Per: ____________________________
▇▇▇ ▇▇▇▇▇▇▇ - CEO
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PROMISSORY NOTE
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US $200,000
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November 14, 2012
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Unionashton Management Ltd.
Loyalist Plaza, ▇▇▇ ▇▇▇▇▇▇ Blvd.
▇▇▇▇▇ Harbor, Abacos, Bahamas
FOR VALUE RECEIVED, Biologix Hair Inc. (“Biologix”) promises to pay to the order of Unionashton Management Ltd. (the “Lender”) the Principal Sum of US $200,000 in lawful currency of the United States of America (the “Principal Sum”).
It is understood and agreed that Biologix shall pay to the Lender all of the principal and accrued interest evidenced by this Promissory Note on demand.
The Principal Sum or such amount as shall remain outstanding from time to time shall bear interest thereon, calculated at a rate of five (5%) percent per annum, commencing on the day the Principal Sum is advanced by the Lender to Biologix, and shall be payable on maturity. In the event of any partial repayments made on the Principal Sum, such payments shall be applied firstly towards accrued interest and then towards the Principal Sum.
Biologix will issue a warrant that gives the lender the right to purchase 200,000 shares of Biologix Hair Inc. for a period of 5 years as described below.
At the option of the lender the entire amount due and payable under the terms of this note including the accrued interest and warrant are convertible into shares of Biologix Hair Inc. and has the following conversion features:
● The total amount of principal remaining on the note plus accrued interest and the warrant are all convertible into common shares of Biologix Hair Inc. at the lower price of either US$ 1.00 per share or a 20% discount to the most recent private financing incurred by Biologix Hair Inc., as long as it is a private enterprise, or a 20% discount to the prevailing 10-day moving average of the closing price of the company's shares, should they be quoted on a public stock exchange or be converted into shares of another public company by means of acquisition, share exchange or other form of share transfer. The convertible feature is recognized as transferring into the shares of the prevailing new entity.
● If Biologix determines to pay any cash principal or interest payments on the note during the term it agrees to give the Lender 48 hours notice of the details for the Lender to determine how much if any of the proposed payment is to be convert into Biologix equity.
● The convertibility of the debt may be done at the sole discretion of Unionashton Management Ltd and may be done in any incremental amount.
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This Promissory Note is being issued in accordance with and is subject to the terms of a letter agreement entered into between the undersigned and the Lender dated as November 14, 2012.
Presentment, protest, notice of protest and notice of dishonour are hereby waived.
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Biologix Hair Inc.
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Per: ▇▇▇ ▇▇▇▇▇▇▇ - CEO
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