Imagenetix Inc. 7% Renewable Convertible Debenture
Exhibit
10.26
Imagenetix
Inc.
7%
Renewable Convertible Debenture
This
7% Renewable Convertible Debenture is entered into by and between Imagenetix,
Inc., a Nevada corporation, with its principal place of business at 00000 Xxxxxx
Xxxxxxxx Xx., Xxx. 000, Xxx Xxxxx, XX 00000 and
________________________________________, an individual, as of this _____ day of
May, 2010, under the following terms and conditions:
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Issuer:
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Imagenetix
Inc. (the “Company”)
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Investors:
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A
small number of Qualified Institutional Buyers/Accredited Investors
approved by the Company.
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Issue:
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A
mini-max offering of $500,000 - $600,000 Convertible Debentures with
Warrants (the “Units”)
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Closing
Date:
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May
25, 2010
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Unit
Price:
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$25,000
per unit
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The
Unit:
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Each
Unit shall consist of one 7% Renewable Convertible Debenture with a face
amount of $25,000 plus a five-year warrant to purchase up to 12,500 shares
of common stock at $0.50 per share
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Minimum
Subscription:
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$25,000
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Interest
Rate:
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The
Company shall pay quarterly in cash interest at an annual percentage rate
of 7%. The
quarterly payments will be due on January 1, April 1, July 1 and October 1
of each year.
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Renewable
Maturity:
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Any portion of the 7%
Renewable Convertible Debenture plus accrued interest not paid or
converted previous to November 25, 2010 shall be due and paid in cash on
November 25, 2010. At the option of the
investor, the 7% Renewable Convertible Debenture plus accrued
interest not paid or converted as of November 25, 2010 may be renewed for
successive six month terms (May 25 and November 25) until May 25, 2013 at
which time all principal and accrued interest not converted shall be due
and payable.
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Call and
Conversion
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At the Company’s option,
the Company may call the 7% Renewable Convertible Debenture for cash at
any time up to November 25, 2010 providing the Company pays a 7% premium
to the Investor which shall be in addition to any accrued interest through
the date of the call. Subsequent to November 25, 2010, until
paid, converted or May 25, 2013, at the option of the
Investor, the Investor may convert the 7% Renewable Convertible
Debenture into common shares of the Company at a conversion price of $.50
per share.
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Additional
Warrant
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If
the Company does not call the note on or before November 25, 2010, a
second five-year warrant to purchase up to 12,500 shares of common stock
at $0.50 per share shall be issued to the investor on November 25,
2010.
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Registration:
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The
Company shall not be required to register either the common stock issuable
on the conversion of the note or the common stock purchase
warrants. The investor may sell his shares received as a matter
of conversion subject to Rule 144 after a period of at least six months
from the date payment was made to the company of the principal amount
(tracking period) and may sell his shares received as a matter of
converting warrants, six months after the issuance of the warrant
shares.
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Over
allotment:
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At
the Company’s discretion, any subscription amounts in excess of the
maximum offering amount may be accepted on the same terms as the offering
or pro-rated based on the percentage total subscriptions bears to the
maximum offering amount.
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Subsciption:
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Dollar
amount $__________
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Investor:
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Name __________________
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Address __________________
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City,
State, .Zip
__________________
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Phone __________________
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Taxpayer
ID
# __________________
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Signature __________________
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Date ___________________
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Amount
of 7% Renewable Convertible Note (after
pro-ration) $______________
Initial
number of warrants (memorialized under a separate warrant
agreement) ___________
Imagenetix,
Inc.
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By
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Xxxxxxx
Xxxxxxx
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President
and CEO
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