Eco Innovation Group, Inc. announced that it has entered into a series C preferred stock purchase agreement for a private placement of 83,750 shares of its newly designated series C convertible preferred stock, par value $0.001 per share, at a price of $1 per share for gross proceeds of $83,750 on July 16, 2021. The transaction will include participation from Geneva Roth Remark Holdings, Inc. The shares will be issued in reliance on the exemption from registration afforded by Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended. The transaction is expected to close on or about July 20, 2021.

The company will pay up to $3,750 as investor's expenses for legal fees and due diligence fees. The series C preferred stock ranks senior with respect to the company's common stock and junior with respect to all existing and future indebtedness of the company. The stock have a liquidation preference of $1 per share, subject to adjustment.

Each share shall receive an annual 10% cumulative dividend payable solely upon redemption, liquidation or conversion; provided, however, upon the occurrence of an event of default, the dividend rate shall increase to 22%. The shares have no voting rights with respect to any matters requiring shareholder approval. The conversion price shall equal the variable conversion price which shall mean 63% multiplied by the average of the two lowest trading prices for the common stock during the fifteen trading day period ending on the latest complete trading day prior to the conversion date.

The company shall have the right at any time from the period beginning on the date of issuance until 180 days to redeem all or any portion of the series C preferred stock at the redemption percentage provided that an event of default has not occurred. On the date which is 12 months following the issuance date or upon the occurrence of an event of default, the company shall redeem all of the shares which have not been previously redeemed or converted. Within five days of the mandatory redemption date, the company shall pay each holder of an amount in cash equal to the total number of shares held by such holder multiplied by the stated value.

The holders of series C preferred stock shall have the right to convert preferred stock into shares of the company's common stock at the conversion price at any time during the period beginning on the date which is six months after the issuance date, provided, however, the company is prohibited from effecting a conversion to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion. The securities to be issued are restricted securities.