Sunteți pe pagina 1din 7

THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE

BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

CONVERTIBLE PROMISSORY NOTE US$ 1,000 December 23, 2013

For value received, ANGIECO Inc., a Delaware corporation (the Company), promises to pay to Anthony Marlowe (the Holder), the principal sum of US$ 1,000. Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 6% per annum, compounded annually and computed on the basis of the 360-day year of twelve 30-day months. The holder of the Note is referred to herein as the Holder. This Note is subject to the following terms and conditions. 1. Closing; Delivery of Note. The purchase and sale of the Note shall take place at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, NY 10019 at 10:00 a.m. Eastern Standard Time, on December 23, 2013 or at such other time and place as the Company and the Holder mutually agree upon, orally or in writing (which time and place are designated as the Closing), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Note. At the Closing, the Company shall deliver to the Holder this Note to be purchased by the Holder against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages to this Note, and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing the Holders exemption from withholding tax. 2. Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that: (a) Authorization. The Holder has full power and authority to enter into this Note. This Note, when executed and delivered by the Holder, will constitute a valid and legally binding obligation of the Holder, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies. (b) Purchase Entirely for Own Account. This Note is made with the Holder in reliance upon the Holders representation to the Company, which by the Holders execution of this Note, the Holder hereby confirms, that the Next Equity Securities (as defined in Section 4 hereof) to be acquired by the Holder will be acquired for investment for the Holders 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. The Holder either has not been formed for the specific purpose of acquiring the Next Equity Securities, or each beneficial owner of equity securities of or equity
OHSEUROPE:551343225.4

interests in the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act). (c) Restricted Securities. The Holder understands that the Next Equity Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holders representations as expressed herein. The Holder understands that the Next Equity Securities are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the Next Equity Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the Next Equity Securities for resale. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Next Equity Securities, and on requirements relating to the Company which are outside of the Holders control, and which the Company is under no obligation and may not be able to satisfy. (d) Accredited Investor. The Holder is (1) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or (2) not a US Person within the meaning of Rule 902 under the Securities Act, and is not acquiring the securities for the account or benefit of any US Person within the meaning of Regulation S under the Securities Act. If the Holder is an accredited investor under subsection (1) of the preceding, then Holder represents that he, she or 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 Next Equity Securities; and if other than an individual, Holder also represents it has not been organized for the purpose of acquiring the Next Equity Securities. If the Holder is not a US Person under subsection (2) of the preceding, then Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Stock or any use of this Note, including (i) the legal requirements within its jurisdiction for the purchase of the Next Equity Securities, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; and the Holder also agrees to resell such securities only in accordance with the provisions of Regulation S under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption therefrom, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act. (e) Lock-up Agreement.

(i) Lock-up Period; Agreement. If so requested by the Company or the underwriters in connection with the initial public offering of the Companys securities registered under the Securities Act, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date of the -2-

OHSEUROPE:551343225.4

registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days from the effective date of the registration statement, and Holder shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering. (ii) Limitations. The obligations described in Section 2(e)(i) shall apply only if all officers and directors are subject to similar restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all 10% securityholders of the Company, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. (iii) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of the Holder (and the securities of every other person subject to the restrictions in Section 2(e)(i)). (iv) Transferees Bound. The Holder agrees that prior to the Companys initial public offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 2(e) and to be subject to the waiver of statutory inspection rights in Section 11(g). (f) Foreign Investors. If Holder is not a United States person (as defined by Rule 902(k) under the Securities Act), the Holder hereby represents that the Holders subscription and payment for, and his or her continued beneficial ownership of the Next Equity Securities, will not violate any applicable securities or other laws of Holders jurisdiction. The Holder also hereby represents that it is not a 10-percent shareholder as defined in Section 871(h) of the Internal Revenue Code of 1986, as amended. 3. Maturity. Unless converted as provided in Section 4, principal and any accrued but unpaid interest under this Note shall be due and payable upon demand of the Holder any time on or after September 10, 2016 (the Maturity Date). Subject to Section 4 below, interest shall accrue on this Note and shall be due and payable with each installment of principal. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company. 4. Next Equity Conversion.

(a) Next Equity Financing. Principal and (at the Companys option) any accrued but unpaid interest under this Note shall be converted on or before the Maturity Date into equity securities issued in the Companys next equity financing (the Next Equity Securities) issued and sold at the close of the Companys next equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Company of at least US$1,000,000 (including conversion of the Notes) (the Next Equity Financing).

OHSEUROPE:551343225.4

-3-

(b) Terms of Conversion. The number of shares of Next Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount of this Note plus (if applicable) any accrued but unpaid interest under this Note by (ii) 10% of the price per share of the majority of the Next Equity Securities sold in the Next Equity Financing (the Note Conversion Price) and the issuance of such shares upon such conversion shall be upon the terms and subject to the conditions applicable to the Next Equity Financing and the Companys Certificate of Incorporation and Bylaws and other corporate governing documents, as determined by the Company and its investors in their sole discretion. [The Note Conversion Price, however, shall not be greater than the quotient obtained by dividing (x) $2,500,000 by (y) the sum of (1) the total number of shares of Common Stock outstanding (assuming full conversion and exercise of all convertible or exercisable securities other than the Notes) and (2) shares of Common Stock reserved for issuance to employees, consultants or directors pursuant to a stock option plan, restricted stock plan, or other stock plan approved by the Companys Board of Directors.] Upon such conversion of this Note, the Holder hereby agrees to execute and deliver to the Company all transaction documents related to the Next Equity Financing, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including a lock-up agreement in connection with an initial public offering). 5. Mechanics and Effect of Conversion. No fractional shares of the Companys capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to Section 4, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to the Holder, at such principal office, a certificate or certificates for the number of shares to which the Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest. Upon conversion of the principal amount of this Note into the Companys equity securities, any interest accrued on this Note that is not by reason of Section 4 simultaneously converted into such equity securities shall be immediately paid to the Holder. 6. Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder shall be applied to principal. The Company may prepay this Note at any time without penalty. 7. Stockholders, Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.

OHSEUROPE:551343225.4

-4-

8. Interest Rate Limitation. Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the Maximum Rate). If the Holder shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal remaining owed under this Note or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Holder exceeds the Maximum Rate, the Holder may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note. 9. Action to Collect on Note. If action is instituted to collect on this Note, the Company promises to pay all of the Holders costs and expenses, including reasonable attorneys fees, incurred in connection with such action. 10. Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor. 11. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Note, and all acts and transactions pursuant hereto and the rights and obligations of the Company and Holder shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. (b) Entire Agreement. This Note constitutes the entire agreement and understanding between the Company and the Holder relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written between them relating to the subject matter hereof. (c) Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 11(c) shall be binding upon the Company, the Holder and each transferee of any Note. (d) Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the Company and the Holder. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and

OHSEUROPE:551343225.4

-5-

interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note. (e) Notices. Any notice, demand or request required or permitted to be given under this Note shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 72 hours after being deposited in the international mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such partys address 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 Companys books and records. (f) Counterparts. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. (g) Waiver of Statutory Information Rights. Holder acknowledges and understands that, but for the waiver made herein, Holder would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Companys stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware General Corporation Law (any and all such rights, and any and all such other rights of Holder as may be provided for in Section 220, the Inspection Rights). In light of the foregoing, until the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Holder hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Holder in Holders capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Holder under any written agreement with the Company. (h) [Waiver of Conflicts. Each party to this Agreement acknowledges that Orrick, Herrington & Sutcliffe LLP, counsel for the Company, has in the past performed and may continue to perform legal services for the Holder in matters unrelated to the transactions described in this Agreement, including the representation of the Holder in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Orrick, Herrington & Sutcliffe (Europe) LLPs representation of the Holder in such unrelated matters and to Orrick, Herrington & Sutcliffe (Europe) LLPs representation of the Company in connection with this Note and the transactions contemplated hereby.] [Signature Page Follows]

OHSEUROPE:551343225.4

-6-

IN WITNESS WHEREOF, the Company has executed this Convertible Promissory Note as of the date first set forth above. THE COMPANY: ANGIECO INC. By: (Signature) Name: Alexander Dresen Title: CEO and President Address: 3500 S, DuPont Hwy Dover, Kent County 19901, Delaware, USA Email: alex@angie.co AGREED TO AND ACCEPTED: THE HOLDER:

(Signature) Address:

OHSEUROPE:551343225.4

S-ar putea să vă placă și