gluc_ex106.htm

 
 EXHIBIT 10.6
  
 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, IDENTIFIED BY [***], HAS BEEN EXCLUDED FROM THIS DOCUMENT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT GLUCOSE HEALTH, INC. TREATS AS PRIVATE OR CONFIDENTIAL.
 
   
 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR WITH ANY STATE SECURITIES COMMISSION. THE SECURITY EVIDENCED BY THIS PROMISSORY NOTE IS RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION ESTABLISHED TO THE SATISFACTION OF THE COMPANY AND IN COMPLIANCE WITH THE TERMS HEREIN. 
  
  	 $112,157.36 
	 April 1, 2016 



 
  
 CONSOLIDATED 
 CONVERTIBLE PROMISSORY NOTE 
  
  THIS CONSOLIDATED CONVERTIBLE PROMISSORY NOTE is made and issued by GLUCOSE HEALTH, INC. (the "Company” or “Maker”), a corporation duly organized and existing under the laws of the State of Nevada, under the following circumstances: 
  
 PRELIMINARY STATEMENTS 
  
 A. From August 2, 2013 through and including April 1, 2016, the Company issued 20 separate convertible promissory notes in various principal amounts aggregating a total principal amount of $112,157.36 (the “Old Notes”) payable to the order of BTB Management LLC. (the “Holder”).
  
 B. The Company and the Holder have agreed that the Old Notes and all current obligations due and owing under the Old Notes shall be exchanged for, and henceforth evidenced by this Consolidated Convertible Promissory Note issued to the Holder by the Company.
  
  NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby covenant and agree that the Old Notes have been exchanged and the outstanding principal and accrued interest due thereon are hereby consolidated and restated in their entirety as follows (as consolidated and restated, the “Note”): 
   
 FOR VALUE RECEIVED, the undersigned, Glucose Health Inc. (the “Company”), a Nevada corporation, located at 609 SW 8th Street, Suite 600, Bentonville, Arkansas 72712, promises to pay to the order of BTB Management LLC (the “Holder”), a  , the principal sum of One-Hundred Twelve Thousand One Hundred Fifty-Seven Dollars and 36/100s ($112,157.36), plus accrued interest due and owing as of the date hereof in the amount of Five Thousand Nine Hundred Thirty-Nine Dollars and 05/100s ($5,939.05) together with 5.0% annual simple interest on the unpaid principal amount.  All unpaid principal and accrued interest is due and payable in full on or before December 31, 2016 (the "Maturity Date") unless sooner paid by the Company or extended by the Holder. All payments of principal and interest shall be made to the Holder in lawful money of the United States a   or such other address as the Holder shall designate in writing.  
    
  	 
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 THE UNDERSIGNED shall have the right to make prepayments of principal and/or interest at any time in any amount without premium or penalty under this Note.
  
 THE UNDERSIGNED agrees to pay to the Holder on demand all costs and expenses (including reasonable attorney’s fees), if any, paid or incurred by the Holder hereof in connection with the enforcement of any of the rights and remedies of the Holder under this Note.
  
 THE UNDERSIGNED hereby acknowledges, covenants and agrees that the obligation evidenced by this Note shall be subject to the following conversion rights and other provisions as set forth herein:
  
 (a) Conversion Rights. The Holder will have the right, at its election from and after the date hereof, and then at any time, to convert all or part of the outstanding and unpaid principal sum and accrued interest due on the Note (“Conversion Amount”) into shares of fully paid and non-assessable shares of the common stock of the Company ("Common Stock") at a fixed conversion price of $0.011 per share (“Conversion Price”).
  
 (b) Conversion Notice and Mechanics of Exercise. Subject to the terms and conditions hereof, the conversion rights granted, may be exercised by the Holder, in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice of the Holder’s election to exercise the conversion rights granted herein (“Conversion Notice”). The Holder shall not be required to deliver the original of the Note, as amended, in order to effect an exercise hereunder.
  
 (c) Delivery of Conversion Shares. Shares of Common Stock from any such Conversion Notice will be delivered to Holder within three (3) business days of such Conversion Notice delivery by Holder to the Company.
  
 (d) Beneficial Ownership Limitation. At no time may the Holder deliver a Conversion Notice to the Company, such that if the shares of the Common Stock of the Company were issued to the Holder pursuant to the Conversion Notice, the Holder would then own more than 4.99% of the Common Stock outstanding of the Company. Notwithstanding section (c), the Company may, at its election, request notarized brokerage records providing evidence of the Holder’s beneficial stock holdings, prior to issuing any shares of Common Stock to the Holder.
  
 (e) Company Payment. Upon receipt of a Conversion Notice, the Company shall pay, at its election and within five (5) days from receipt of the Conversion Notice, the Conversion Amount in cash or stock or combination thereof, subject to the beneficial ownership limitations set out section (d).
  
  	 
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 (f) Adjustment of Conversion Price.
  
 (i) The Conversion Price and the number of shares issued upon the exercise of the conversion right under the Note shall be subject to adjustment upon the occurrence of certain events described in this section (f); provided, that notwithstanding the provisions of this section (e), the Company shall not be required to make any adjustment if and to the extent that such adjustment would require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the Company shall use its commercially reasonable efforts to obtain the necessary shareholder consent to increase the authorized number of shares of Common Stock to make such an adjustment pursuant to this section (f).
  
 (ii) Subdivision or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, forward stock split or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced. If the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock split or otherwise) into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall remain the same and not be adjusted. The Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this section (g)(ii).
  
 (iii) Dividends in Stock, Property, Reclassification. If at any time, or from time to time, the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of the Note) shall have received or become entitled to receive, without payment therefore:
  
 (A) any shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or
  
 (B) additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of section (f)(ii) above), then and in each such case, the Conversion Price shall be adjusted proportionately, and the Holder hereof shall, upon the exercise of the Note, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefore, the amount of stock and other securities and property (including cash in the cases referred to above) that such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. The Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this section (f)(iii).
  
  	 
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 (iv) Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or other assets or property (an "Organic Change"), then lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Note) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by the Note. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Conversion Price shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. To the extent necessary to effect the foregoing provisions, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares for securities, cash or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise the conversion of this Note during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation to the extent such assumption occurs by operation of law,
  
 (g) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to section (f) above, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder of this Note a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would be received upon the exercise of the conversion of the Note.
  
  	 
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 (h) Certain Events. If any event occurs to which the other provisions of section (f) above are not strictly applicable, but the lack of any adjustment would not fairly protect the purchase rights of the Holder under this Note in accordance with the basic intent and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this Note in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will, in good faith and subject to applicable law, make an appropriate adjustment to protect the rights of the Holder.
  
 THE UNDERSIGNED hereby waives demand and presentment for payment, notice of dishonor, protest, notice of acceleration and diligence in collection and consents to any extension or modification of time for payment or partial payment of this Note, before, at or after maturity. This Note shall be governed by and construed in accordance with the laws of the State of Nevada.
   
 IN WITNESS WHEREOF, this Note is executed as of the day and year below written, to be effective as of April 1, 2016 (the “Effective Date”). 
  
  
  	 	 Glucose Heath Inc. 
	
	 	 	 	 
		By:	 /s/ Murray Fleming
	
	  
	  
	 Murray Fleming, CEO 
	 
	 	 		 
	 	 Date of Execution: June 2, 2016 
	 


 
   
  	 
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