Soul and Vibe Interactive Inc. (OTCBB:SOUL) announced a private placement of a 10% convertible debenture for gross proceeds of $75,000 on January 18, 2016. The debenture has a principle value of $81,000 and was issued at a discount of $6,000 equivalent to 7.407407% of the principle value. The debenture will carry a fixed interest rate of 10% of the principal amount, regardless of how long the debenture remains outstanding.

The debenture will mature on January 18, 2017, which is 12 months from the date of issue. Any amount of principal or interest on debenture, which is not paid by the maturity date, shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid. The debenture will be convertible at a variable conversion price which will be equal to the lowest trading price during 25 trading days immediately prior to the conversion date multiplied by 50%.

The company may prepay the debenture, subject to prior notice to the investor, by paying amount equal to 120% multiplied by the amount that the company is prepaying if within an initial 89 days period after the issuance and if paying at any time from the 90th day through the 179th day after the issuance then at 125% multiplied by the amount that the company is prepaying. Beginning on the 180th day after the issuance of the debenture, the company is not permitted to prepay the debenture, so long as the debenture is still outstanding, unless the company and the investor agree otherwise in writing. The company signed a securities purchase agreement with a new accredited investor, Destiny Capital Partners, LLC.

The company issued securities pursuant to exemption provided under Regulation D.