Convertible Note AgreementConvertible Note Agreement • February 28th, 2014 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
Parties 1 Subscription 1 Subscription 1 Issue of Convertible Notes 1 Use of funds 1 Right to borrow, grant loan security and issue further securities 1 2 Calculation of interest 3 Interest 3 Time and manner of payment 4 3 Repayment 4 Obligations on Repayment Date 4 Obligations cease 4 4 Conversion 4 Conversion rights of Investor 4 Allotment, quotation and ranking of shares 5 4A Registration 6 5 Events of Default 7 Events of Default 7 Effect of event of Default 7 6 Register of Noteholders / Note Certificates 7 Register of Noteholders 7 Recognition of registered Investor 7 Issue and Replacement of Note Certificates 8 7 Assignment 8 Assignment by Investor 8 8 Disclaimers 9 Responsibility of Investor 8 Decision taking 9 9 Confidentiality 9 Disclosure 9 Survives termination 10 Trading Limitation 10 10 Notices 10 General 10 How to give a communication 10 Particulars for delivery of notices 11 Communications by post 11 Communications by fax 11 After hours communications 11 Process service 11
