CONVERTIBLE NOTE
FOR VALUE RECEIVED, the undersigned Delaware C Corp (hereinafter the
"Company") hereby promises to pay to ___________ (hereinafter the "Investor") the
principal amount together with interest.
This Convertible Note (hereinafter the "Note") is one of several similar notes having
the same terms but with different names of the investors.
1. Instrument Holder.
The Instrument holder herein is ________________.
2. Issue date.
This Note has been issued to the Investor on ____________.
3. Interest.
Interest shall accrue on the principal amount at the agreed rate of __% per annum.
The interest shall be due on the maturity date or the conversion date.
4. Maturity Date.
The maturity date for this Note shall be the end of April 2023 unless the Note has
been converted as indicated below.
5. Conversion.
If the Notes have not been converted to equity before the maturity date, the agreed
conversion valuation is $10 million.
6. Confidential Information.
The investor agrees not to disclose any confidential information to third parties
without the Company’s prior written consent. The confidential information obtained
by the investor shall be used only to the extent necessary to assess the investment
in the Company.
7. Governing Law.
This Note shall be governed and interpreted in accordance with the laws of
Delaware.
8. Indemnification.
The investor agrees to indemnify and hold harmless the Company from any losses,
claims, or damages that may arise from this Note unless the negligence of the
Company has caused such loss, damage, or injury.
9. Dispute Resolution.
In case of a dispute/conflict between the parties, the same shall be referred to a sole
arbitrator whose final decision will be binding upon the investor and the Company.
They shall bear their legal costs.
10. Entire Agreement.
This Note constitutes the entire agreement between the investor and the Company
and supersedes all prior oral or written promises or negotiations.
11. Amendments.
The terms in this Note may be amended by written signed consent by both the
investor and the Company.
12. Severability.
If any provision in this Note is deemed invalid or unenforceable, the same shall be
severed, and the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Note to be issued on the
date indicated above; –
By the ISSUER; –
Name:
_____________________________
Designation:
________________________
Signature:
__________________________
Email Address:
_____________________
By the INVESTOR; –
Name:
_____________________________
Signature:
__________________________
Email Address:
_____________________
Tax ID:
____________________________
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