THE SECURITIES EVIDENCED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
THIS CONVERTIBLE NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THIS CONVERTIBLE NOTE OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS CONVERTIBLE NOTE ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
This Convertible Note shall, henceforth, be referred to as the “Note,” and may be referred to in plurality with other such agreements, referred to as “Notes.” The word “Holders” shall constitute a plurality of any and all such persons who have similarly advanced funds in exchange for Notes with the Company. The phrase “Majority Holders” shall refer to those holding substantially most or all of the stake in the Securities of the Company, thereby constituting a controlling vote.
Principal and Interest
The Company hereby unconditionally promises to pay to the Holder the principal sum of (Loan amount) plus interest on the principal amount hereof, at the annual rate of (Percent). If said rate is found to be usurious, then the rate shall be reduced to the highest legally permissible rate, pursuant to the laws of the State.