PATH FORWARD AND RESTRUCTURING AGREEMENT
This Agreement is made as of [_____] and shall amend that certain Secured Convertible Debenture dated May 9, 2017 (the “Debenture”) in the principal amount of $[_____] plus the accrued interest thereon by Vivos, Inc (f.k.a. Advanced Medical Isotope Corporation), a Delaware corporation (the Company”) to [_____] (the “Holder”).
The Holder hereby agrees to the following actions on the date herein, (the “Execution Date”) with respect to the Debenture;
| | 1) | The Holder agrees that the outstanding balance of the May 9, 2017 debenture[s] including interest shall automatically convert, at a conversion price of $.004 per share concurrently with a funding of at least $500,000 (the “Qualified Financing). |
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| | 2) | The conversions shall be into common stock subject to a 4.99% ownership blocker. The additional shares above the 4.99% ownership blocker shall be issued as shares of convertible preferred stock. The common shares issued upon conversion shall be defined as Conversion Shares. If the Qualified Financing occurs at a price of less than $.004, the conversion price shall be reduced to the lower price of the Qualified Financing. |
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| | 3) | Following the Automatic Conversation, the Conversion Shares shall be freely tradable and not subject to any trading limitation other than the following; the Holder agrees that after the Automatic Conversion to refrain from selling any Conversion Shares below a price of $.02 until the end of 2018. After December 31, 2018, the Holder agrees to limit sales below $.01 to 15% of their remaining stock per month (as calculated on December 31, 2018). |
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| | 4) | The Company agrees to refrain from implementing a reverse split for at least 6 months from the Automatic Conversion date, unless required as a condition for an investment of at least $3 million, which reverse split, if any, shall be completed concurrently with or following the investment. |
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| | 5) | Upon signing this Agreement, the Magna, FirstFire and DiamondRock will release, on a pro-rata basis, 500 million reserved shares to the transfer agent. |
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| | 6) | Following the effective date of this Agreement, the Company may implement, upon two-day’s notice, a one-time ten trading day market standstill where the Holders agree to refrain from any market activity or conversion activity. |
The parties herein acknowledge this Agreement shall become effective upon receipt of the signature of all the debenture holders and the signature of JMJ as the holder of a convertible note issued in November 2017.
IN WITNESS WHEREOF,this Agreement is executed as of the day and year first written above.
| Company: Vivos, Inc. | |
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| By: | | |
| Name: | Mike Korenko | |
| Title: | President andChief Executive Officer | |
| | Holder:[_____] |
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| | By: | |
| | Name: | |
| | Title: | |
