THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD
PURSUANT TO THE ACT.
HOTELA
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, HOTELA, a Japanese corporation a Japanese corporation
Aoyama Center Building, 2F 3-8-40 Minami Aoyama Minato-ku, Tokyo 107-0062 (the
“Company”), promises to pay to the order of the noteholder set forth on the signature page
attached hereto (the “Holder”), or its registered assigns, the principal amount set forth on the
signature page attached hereto, or such lesser amount as shall equal the outstanding principal
amount hereof, together with simple interest from the date of this Convertible Promissory Note
(this “Note”) on the unpaid principal balance at a rate equal to 10% per annum, computed on
the basis of the actual number of days elapsed and a year of 365 days. Unless this Note is
earlier converted in accordance with the provisions hereof, all unpaid principal, together with
any then accrued but unpaid interest and any other amounts payable hereunder, shall be due
and payable on the earliest to occur of (i) fifteen days following the demand of Holder, which
demand may not be made earlier than Six (6) months from the date of this Note (the “Final
Maturity Date”), (ii) the occurrence of an Event of Default (as defined below), or (iii) such other
time as expressly provided for in this Note (such earliest date is hereinafter referred to as
“Maturity”).
Holder acknowledges that this Note is one of a series of Convertible Promissory Notes
of like tenor (collectively, the “Notes”) being issued [after [Month Year] by the Company to raise
interim financing of up to JPY [Full Bridge Round Amount] (subject to increase by agreement of
the Company and Holders of [a majority] of the principal amount of the then-outstanding Notes,
hereinafter referred to as the “Majority Holders”).
The following is a statement of the rights of the Holder of this Note and the conditions to
which this Note is subject, to which the Holder, by the acceptance of this Note, agrees:
Certain Definitions
.
1.A “Change of Control” means a change in ownership or control of the
Company effected through any of the following transactions, in each case excluding a bona fide
financing transaction effected primarily for capital raising purposes:
(a) a merger, consolidation or other reorganization approved by the
Company’s stockholders, unless securities representing more than fifty percent (50%) of the
total combined voting power of the voting securities of the successor corporation or its direct or
indirect parent entity are immediately thereafter beneficially owned, directly or indirectly and in
2
substantially the same proportion, by the persons who beneficially owned the Company’s
outstanding voting securities immediately prior to such transaction;
(b) a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Company’s assets in liquidation or dissolution of the Company;
(c) the acquisition, directly or indirectly by any person or related group
of persons (other than the Company or a person that directly or indirectly controls, is controlled
by, or is under common control with, the Company), of beneficial ownership (within the meaning
of The Financial Instruments And Exchange Act Of 2006, as amended) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities pursuant to a stock purchase transaction or a tender or exchange offer
made directly to the Company’s stockholders; or
(d) the exclusive licensing of all or substantially all of the Company’s
intellectual property in a single transaction or series of related transactions.
1.B “Financing Conversion Securities” means securities with identical
rights, privileges, preferences and restrictions as the Qualified Financing Securities issued to
new investors in a Qualified Financing, other than (A) the per share liquidation preference,
which will be equal to (i) the Note Conversion Price at which this Note is converted, multiplied by
(ii) any liquidation preference multiple granted to the Qualified Financing Securities 2X of the
purchase price), (B) the conversion price for purposes of price-based anti-dilution protection,
which will equal the Note Conversion Price, and (C) the basis for any dividend accrual rights
determined as a percentage of purchase price, which will be, for purposes of the Financing
Conversion Securities, based on the Note Conversion Price.
1.C “Note Conversion Price” means [the lower of]:
(a) the lowest per share purchase price paid for the Qualified
Financing Securities by the investors of new money in the Qualified Financing, multiplied by
0.35; or
1.D “Qualified Financing” means the next transaction (or series of related
transactions) after the date of this Note and before Maturity in which the Company issues and
sells shares of its preferred stock in exchange for aggregate gross proceeds of at least JPY
[insert lowest amount] (excluding amounts deemed received upon conversion of the Notes and
any other indebtedness or similar convertible securities), with the principal purpose of raising
capital.
1.E “Qualified Financing Securities” means equity securities issued by the
Company in a Qualified Financing for new cash investment.
Interest
. Accrued interest on this Note shall be payable upon Maturity of this Note.
Section 3. Payment.
3.A Interest rate per year 1. 0%, Payment amount 100 yen per 100-yen face
value
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3.B Redemption value 100 yen per face value of 100 yen
Prepayment
. Unless expressly provided herein, the Note may not be prepaid at any time prior to the
Final Maturity Date without the written consent of the Majority Holders.
Conversion
.
Automatic Financing Conversion
. The entire outstanding principal amount of this Note, any accrued but unpaid
interest and any other amounts payable under this Note shall be converted automatically into
Financing Conversion Securities, or in the Company’s sole discretion, Qualified Financing
Securities, upon the closing of a Qualified Financing. In the event of such automatic
conversion, this Note shall be converted into that number of the applicable securities
determined by dividing (i) the aggregate outstanding principal amount of this Note, any accrued
but unpaid interest, and any other amounts payable under this Note by (ii) the Note Conversion
Price.
Maturity Conversion
. Notwithstanding any other provision of this Note, in the event that, as of the first
Final Maturity Date of any Note, the Notes have not been converted or otherwise repaid, and at
the option of the Majority Holders in their sole discretion, all of the outstanding principal amount
of the Notes and any accrued but unpaid interest may be converted into shares of the
Company’s Common Stock, or an equivalent security (the “Maturity Conversion”). In the event
of such conversion by operation of this section, this Note shall be converted into fully paid and
non-assessable shares of the Company’s Common Stock, or an equivalent security, at a price
per share determined by dividing (x) an amount equal to the Valuation Cap by (y) the Fully-
Diluted Capitalization as of the Maturity Conversion.]
5.C Conversion or Payment upon Change of Control. Notwithstanding
any other provision of this Note, if a Change of Control occurs prior to a Qualified Financing,
then at the election of the Holder or, with respect to all Notes, the election of the Majority
Holders in their sole discretion (irrespective of any individual Holder’s election), either: (i) the
Holder shall be paid a prepayment amount equal to all accrued and unpaid interest due on this
Note as of immediately prior to such Change of Control plus [1X] the then-outstanding principal
amount of this Note, and the Note shall thereafter be cancelled and be of no further force or
effect, whether or not delivered to the Company for cancellation, or (ii) the then-outstanding
principal amount of this Note and all accrued and unpaid interest on this Note shall
automatically convert as of immediately prior to such Change of Control into fully paid and non-
assessable shares of the Company’s Common Stock at a price per share determined by
dividing (x) the Valuation Cap by (y) the Fully-Diluted Capitalization (excluding from such
calculation the unused portion of any equity incentive plans) as of immediately prior to such
Change of Control, without giving effect to any changes to the capitalization arising from such
transaction.
Conversion Procedure
4
.
(a) Automatic Conversion. Upon automatic conversion of this Note,
the outstanding principal, any accrued but unpaid interest and any other amounts payable under
this Note shall be converted automatically, without any further action by the Holder and whether
or not the Note is surrendered to the Company. In connection with such conversion, the
Company will have the right to set a reference date for the conversion of accrued interest under
this Note (which shall be no more than ten (10) business days prior to the closing of the
Qualified Financing), such that interest accrued through such date will be converted and interest
shall be deemed to have ceased accruing as of such date.
(b) Fractional Shares; Non-assessable; Effect of Conversion. No
fractional shares or scrip representing fractional shares shall be issued upon conversion of this
Note. With respect to any fraction of a share called for upon the conversion of this Note, such
fractional share shall be rounded down to the nearest whole share, and the Company shall pay
to the Holder the amount of such fractional share multiplied by the applicable conversion price.
The Company covenants that the shares of capital stock issuable upon the conversion of this
Note will, upon conversion of this Note, be validly issued, fully paid and non-assessable and
free from all taxes, liens, and charges in respect of the issue thereof. Upon conversion of this
Note, the Company shall be forever released from all its obligations and liabilities under this
Note.
5.E Further Assurances. In connection with the conversion of this Note, by
acceptance of this Note, the Holder shall be entitled to, and as a condition to the Company’s
delivery of any securities upon conversion thereof shall be required to, execute all applicable
agreements and other documents executed by similarly situated investors in the financing in
which this Note is converted, with customary representations, warranties, and transfer
restrictions (including, without limitation, a 180-day lock-up agreement in connection with public
offerings). In the case of a conversion into common stock, the issuance thereof shall be
conditioned on Holder’s execution of a stock purchase or stock restriction agreement approved
by the Company’s Board of Directors (the “Board”), which agreement shall contain a market
stand-off/lock-up, and other transfer restrictions substantially equivalent to those applicable to
existing holders of the Company’s common stock.
Default; Remedies
.
6.A Default. The Company shall be in default under this Note upon the
happening of any condition or event set forth below (each, an “Event of Default”):
(a) the Company’s failure to pay (i) when due any principal or interest
payment on the due date hereunder or (ii) any other payment required under the terms of this
Note on the date due, and such default shall continue unremedied for a period of 30 days
following receipt of written notice signed by the Holder of such failure to pay;
(b) the Company shall (i) apply for or consent to the appointment of a
receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property,
(ii) be unable, or admit in writing its inability, to pay its debts as they mature, (iii) make a general
assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become
insolvent (as such term may be defined or interpreted under any applicable statute),
5
(vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or consent to any such relief or to the appointment of or taking possession
of its property by any official in an involuntary case or other proceeding commenced against it,
or (vii) take any action for the purpose of effecting any of the foregoing; or
(c) proceedings for the appointment of a receiver, trustee, liquidator
or custodian of the Company or of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or other relief with
respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar
law now or hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within 90 days of commencement.
6.B Remedies.
(a) Upon the occurrence or existence of any Event of Default under
Section 5.1(a) , the Holder of this Note may, by written notice to the Company, declare the entire
outstanding principal amount of the Note, any accrued but unpaid interest and any other
amounts payable thereunder, to be immediately due and payable without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived.
(b) Upon the occurrence or existence of any Event of Default
described in Sections 5.1(b) or 5.1(c) , immediately and without notice, the entire outstanding
principal amount of the Notes, any accrued but unpaid interest and any other amounts payable
under the Notes shall automatically become immediately due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived,
anything contained herein to the contrary notwithstanding. In addition to the foregoing
remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise
any other right power or remedy otherwise permitted to it by law, either by suit in equity or by
action at law, or both.
Unsecured and Subordinated
. This note is unsecured. The indebtedness evidenced by this Note is subordinated in
right of payment to the prior payment in full of any Senior Indebtedness in existence on the date
of this Note or hereafter incurred. “Senior Indebtedness” shall mean, unless expressly
subordinated to or made on a parity with the amounts due under this Note, all amounts due in
connection with (i) indebtedness of the Company to banks or other lending institutions regularly
engaged in the business of lending money (excluding venture capital, investment banking or
similar institutions and their affiliates, which sometimes engage in lending activities but which
are primarily engaged in investments in equity securities), and (ii) any such indebtedness or any
debentures, notes or other evidence of indebtedness issued in exchange for such Senior
Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by
a guarantor.
Representations of Holder
.
8.A Accredited Investor. The Holder is an “accredited investor” within the
meaning of Rule 501 of Regulation D prescribed by the Securities and Exchange Commission
6
pursuant to the Securities Act of 1933 (the “Securities Act”), as such rule is presently in effect.
If other than an individual, the Holder has not been organized for the specific purpose of
acquiring the Notes or the securities issuable upon conversion thereof (collectively, the
“Securities”).
8.B Purchase Entirely for Own Account. This Note is issued in reliance
upon the Holder’s representation to the Company that the Securities are acquired for investment
for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Holder has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this Note, the Holder
further represents that the Holder does not have any contract, undertaking, agreement, or
arrangement with any person to sell, transfer or grant participations to such person or to any
third person with respect to the Securities.
8.C Investment Experience; Information. The Holder is an investor in
securities of companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of the
investment in the Securities. The Holder believes it has received all the information it considers
necessary or appropriate for deciding whether to purchase the Securities.
8.D Residency. In the case of a Holder who is an individual, the state of the
Holder’s residency, or, in the case of a Holder that is a corporation, partnership or other entity,
the state of the Holder’s principal place of business, is correctly set forth on the signature page
to this Note.
8.E Tax and Legal Advice. The Holder is not relying on nor has relied on the
Company or any of the Company’s officers, directors, managers, equity holders,
representatives, agents or advisers (including, without limitation, legal counsel for the Company,
for any advice, including, without limitation, any financial, tax or legal advice in connection with
the transactions contemplated by this Note and the other Securities. The Holder has had an
opportunity to consult with its legal counsel and tax and other advisers regarding the purchase
of the Note and associated Securities. The Holder shall be responsible for any and all taxes,
duties and other similar charges payable in connection with the issuance of the Securities, and
hereby agrees to indemnify the Company and its successors and assigns with respect to same.
Representations and Warranties of the Company
. The Company represents and warrants to each Holder as of the date hereof that:
9.A Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of Japan. The
Company has the requisite corporate power and authority to own and operate its properties and
assets, to carry on its business as presently conducted, to execute and deliver the Notes, and to
perform its obligations thereunder. The Company is presently qualified to do business as a
foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be
expected to have a material adverse effect on the Company’s financial condition or business as
now conducted.
9.B Authorization. All corporate action on the part of the Company and its
directors, officers and stockholders necessary for the authorization, sale, issuance and delivery
7
of the Notes, and the performance of all of the Company’s obligations thereunder has been
taken or will be taken prior to the date hereof. The Notes, when executed and delivered by the
Company, shall constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except (i) as limited by laws of general application relating to
bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing
specific performance, injunctive relief or other equitable remedies and by general principles of
equity.
Rights and Obligations of the Holder
.
10.A Information Rights.
(a) Financial Statements. So long as the Notes are outstanding, the
Company will furnish to each Holder upon request and when available (i) annual unaudited
financial statements for each fiscal year of the Company, including an unaudited balance sheet
as of the end of such fiscal year, an unaudited statement of operations and an unaudited
statement of cash flows of the Company for such year, all prepared in accordance with
generally accepted accounting principles and practices; and (ii) quarterly unaudited financial
statements for each fiscal quarter of the Company (except the last quarter of the Company’s
fiscal year), including an unaudited balance sheet as of the end of such fiscal year, an
unaudited statement of operations and an unaudited statement of cash flows of the Company
for such quarter, all prepared in accordance with generally accepted accounting principles and
practices, subject to changes resulting from normal year-end audit adjustments. If the Company
has audited records of any of the foregoing, it shall provide those in lieu of the unaudited
versions. The foregoing information rights shall not, however, be effective until the Company
has raised at least JPY [insert amount] in cumulative outside investment capital.
(b) Confidentiality Obligations. Anything in this Note to the contrary
notwithstanding, no Holder by reason of this Note shall have access to any trade secrets or
classified information of the Company. The Company shall not be required to comply with any
information rights in respect of any Holder whom the Company reasonably determines to be a
competitor or an officer, employee, director or holder of five percent (5%) or more of a
competitor. Each Holder agrees that they will keep confidential and will not disclose, divulge, or
use for any purpose (other than to monitor its investment in the Company) any confidential
information obtained from the Company other than disclosure to the Holder’s attorneys,
accountants, consultants, and other similar professionals, to the extent necessary to obtain their
services in connection with monitoring the Holder’s investment in the Company.
Charges, Taxes and Expenses
. Issuance of certificates for equity securities issued upon the conversion of this Note
shall be made without charge to the Holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in the name of
the Holder.
Saturdays, Sundays, Holidays, etc
8
. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, a Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day that is not a Saturday,
Sunday or legal holiday.
Cumulative Rights
. No delay on the part of the Holder in the exercise of any power or right under this Note
shall operate as a waiver of any such power or right, nor shall a single or partial exercise of any
power or right preclude other or further exercise of such power or right or the exercise of any
other power or right.
Miscellaneous
.
14.A Payment. All payments under this Note shall be made in lawful tender of
the United States.
14.B Waivers and Amendments. This Note and the obligations of the
Company and the rights of the Holder under this Note may be amended, waived, discharged or
terminated (either generally or in a particular instance, either retroactively or prospectively and
either for a specified period of time or indefinitely) with the written consent of the Company and
the Majority Holders; provided, however, that any amendment, waiver or discharge which would
disproportionately and adversely affect the Holder relative to the other holders of Notes must be
approved in writing by the Holder. Holder acknowledges that, notwithstanding the absence of a
Note Purchase Agreement or similar agreement to which all purchasers of Notes are parties, (i)
an amendment, waiver, discharge or termination effected in accordance with this Section 13.2
shall be binding upon the Holder and the Company, and (ii) the Majority Holders shall have the
right and power to diminish or eliminate all rights under the Notes pursuant to this Section.
14.C Notices. Any notice required or permitted by this Note shall be in writing
and shall be deemed sufficient when delivered (i) personally, (ii) by overnight courier, (iii) sent
by email or fax (upon customary confirmation of receipt), or (iv) forty-eight (48) hours after being
deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the
party to be notified at such party’s address or fax number as set forth on the signature page, as
subsequently modified by written notice, or if no address is specified on the signature page, at
the most recent address set forth in the Company’s books and records.
14.D Severability. If one or more provisions of this Note are held to be
unenforceable under applicable law, such provision(s) shall be excluded from this Note and the
balance of this Note shall be interpreted as if such provision(s) were so excluded and shall be
enforceable in accordance with its terms.
14.E Successors and Assigns.
(a) Neither this Note nor any rights hereunder are transferable without
the prior written consent of the Company, which the Company may grant or withhold in its sole
discretion. Notwithstanding the foregoing, (i) if the holder is an entity, the Holder shall be
permitted to transfer this Note and/or the Securities to any affiliate (as that term is defined in
Rule 405 of the Securities Act) of the Holder who (a) executes and delivers an
9
acknowledgement that such affiliate agrees to be subject to, and bound by, all the terms and
conditions of this Note, (b) makes the representations and warranties to the Company that are
set forth in Section 7 , and (c) (if requested by the Company) delivers to the Company an opinion
of legal counsel, reasonably satisfactory to the Company, that such transfer complies with state
and federal securities laws, and (ii) if the Holder is an individual, the Holder may transfer this
Note and/or the Securities to a trust established for a direct lineal descendant of the Holder or a
similar vehicle for estate planning purposes.
(b) Subject to the foregoing, the provisions of this Note shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the Company and the Holder.
14.F Usury. In the event any interest is paid on this Note, or a fee that is
deemed interest, which is in excess of the then-applicable legal maximum rate, then that portion
of the interest payment representing an amount in excess of the then-applicable legal maximum
rate shall be deemed a payment of principal and applied against the principal of this Note.
14.G Pari Passu Notes. The Holder acknowledges and agrees that the
payment of all or any portion of the outstanding principal amount of this Note and all interest
hereon shall be pari passu in right of payment and in all other respects to the other Notes. In
the event the Holder receives payments in excess of its pro rata share of the Company’s
payments to the Holders of all of the Notes, then the Holder shall hold in trust all such excess
payments for the benefit of the holders of the other Notes and shall pay such amounts held in
trust to such other holders upon demand by such holders.
14.H Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Note are for convenience of reference only and are not to be considered in construing this
Note.
14.I Telecopy Execution and Delivery. A facsimile, PDF, telecopy or other
reproduction of this Note may be executed by one or more parties hereto, and an executed copy
of this Note may be delivered by one or more parties hereto by facsimile or similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen,
and such execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to execute an original of
this Note as well as any facsimile, telecopy or other reproduction hereof.
14.J Construction. The language used in this Note will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of strict construction
will be applied against any party.
14.K Expenses. The Company and the Holder shall each bear its respective
expenses and legal fees incurred with respect to this Note and the transactions contemplated
hereby.
14.L Counterparts. This Note may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument. Any
counterpart delivered electronically by PDF transmission or by facsimile shall be binding to the
same extent as an original counterpart with regard to any agreement subject to the terms hereof
or any amendment thereto.
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14.M Governing Law. THIS NOTE SHALL BE GOVERNED IN ALL
RESPECTS BY THE LAWS OF JAPAN AS SUCH LAWS ARE APPLIED TO AGREEMENTS
BETWEEN JAPANESE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN JAPAN. EACH OF THE PARTIES IRREVOCABLY CONSENTS TO THE EXCLUSIVE
PERSONAL JURISDICTION OF THE COURTS LOCATED IN HAPAN, AS APPLICABLE, FOR
ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE, EXCEPT THAT IN
ACTIONS SEEKING TO ENFORCE ANY ORDER OR ANY JUDGMENT OF SUCH FEDERAL
OR STATE COURTS LOCATED IN JAPAN, SUCH PERSONAL JURISDICTION SHALL BE
NONEXCLUSIVE.
[Signature Page Follows]
CONVERTIBLE PROMISSORY NOTE
IN WITNESS WHEREOF, the Parties have executed this Convertible Promissory Note as
a deed as of the day and year first above written.
EXECUTED on behalf of HOTELA by:
[insert name]
Signature
………………………………………….
EXECUTED on behalf of The [lender] by:
[insert name]
Signature
……………………………………….
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