Online Convertible Note Template

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY BENEFICIAL INTERESTS HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED THE NOTE, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PURSUANT TO AN OFFER, SALE OR OTHER TRANSFER TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT.

 Company name

FOR VALUE RECEIVED,  Company Name, a  Delaware corporation (the “Company”), hereby promises to pay to the order of  Lender Name (the “Holder”) the principal sum of  $00,000 (the “Principal”), together with accrued and unpaid interest thereon (“Interest”), from the Date of Issuance of this Note set forth above. Interest shall be set to  10% per annum. Unless earlier converted into Conversion Shares pursuant to Section 2.2 of the Note Purchase Agreement dated  00.00.2000, between the Company and the Holder (the “Purchase Agreement”), the Principal and accrued Interest shall be due and payable by the Company upon written demand by the Holder at any time after the  18-month anniversary of the Date of Issuance of this Note (the “Maturity Date”).

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and all capitalized terms not defined in this Note will have the meanings set forth in the Purchase Agreement.