GTRL OTC Disclosure Statement
Jan 03, 2017
OTC Disclosure News Service
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Securities Purchase Agreement with GPL Ventures LLC
On December 23, 2016, Get Real USA, Inc.
(the âCompanyâ) entered into a Securities Purchase Agreement
(the âSecurities Purchase Agreementâ) with GPL Ventures, LLC (âGPLâ).
Pursuant to the Securities Purchase Agreement, the Company, at its sole
and exclusive option, may issue and sell to GPL, from time to time as provided
therein, and GPL would purchase from the Company shares of the Companyâs common
stock (âSharesâ) equal to a value of up to Five Million Dollars ($5,000,000).
The Company will be registering the shares under Regulation A.
Subject to the terms and conditions of the Securities
Purchase Agreement, the Company, at its sole and exclusive option, may issue
and sell to GPL, and GPL shall purchase from the Company, the Shares upon the
Companyâs delivery of written notices to GPL. The aggregate maximum amount of
all purchases that GPL shall be obligated to make under the Securities Purchase
Agreement shall not exceed $5,000,000. Once a written notice is received by
GPL, it shall not be terminated, withdrawn or otherwise revoked by the Company.
GPL is not obligated to purchase any Shares unless and until the Company has
registered the Shares pursuant to a registration statement on Form S-1 (or on
such other form as is available to the Company), which is required to be
effective within 11 months of the execution of the Agreements.
Additionally, on December 23, 2016, the Company issued to
GPL a Convertible Promissory Note (the âNoteâ) in the principal amount of $125,000
as payment of a commitment fee to induce GPL to enter into the Agreements.
The Note accrues interest at the rate of five percent (5%) per annum and is due
in full on or before December 23, 2017. The Note also prohibits
prepayment of the principal. GPL has the right to convert all or any
portion of the note balance at any time at a conversion price per share of
seventy percent (70%) of the lowest Trading Price during the Valuation Period
(as defined and calculated pursuant to the Note), which is adjustable in
accordance with the Note terms in the event certain capital reorganization,
merger, or liquidity events of the Company as further described in the Note.
The Securities Purchase Agreement, and Note contain other
provisions customary to transactions of this nature. The foregoing descriptions
of the Securities Purchase Agreement, and Note are qualified in their entirety
by reference to the Securities Purchase Agreement, and Note, which are filed
herewith as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
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