USA Convertible Note

Induce an investor to inject capital into a US company by offering a Convertible Note as security for repayment of the investment.

• All amounts due will become immediately due and payable upon any default by the borrower (Obligor).
• The indebtedness under the Note will be subordinated to all other indebtedness of the Obligor.
• The holder of the Note may at any time prior to maturity of the Note, convert all or any part of the outstanding indebtedness into shares in the capital of the Obligor.
• Prior to an initial public offering by the Obligor, the entire outstanding balance will be automatically converted into shares.
• The conversion price will be adjusted to protect the rights of the holder on the occurrence of a stock split, dividend, recapitalization, merger, consolidation or similar transaction.