Online Note Purchase Agreement Template

(a) “Act” means the Securities Act of 1933.

(b) “Change of Control” means, with respect to the Company, the sale, transfer, assignment or other disposition (including by merger or consolidation, but excluding any sales by stockholders made as part of an underwritten public offering of the Common Stock of the Company) by stockholders of the Company, in one transaction or a series of related transactions, of more than 50% of the voting power represented by the then outstanding capital stock of the Company to one or more individuals, partnerships, corporations, limited liability companies, trusts, joint ventures, unincorporated associations, or other entities or associations, (ii) the sale of all or substantially all of the assets of the Company (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization), or (iii) the liquidation, dissolution or winding up of the Company.

(c) “Common Stock” means common stock, par value  $0.0000 per share, of the Company.

(d) “Consideration” means  $10,000 in cash.

(e) “Conversion Shares” means the Equity Securities issued in the Qualified Financing in the amount equal to quotient of the Note Balance divided by the Conversion Price.

(f) “Conversion Price” means a price per share as determined in Section 2.2 of this Agreement.