THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF JURISDICTION_COUNTRY (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION.  THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE HYPOTHECATED (COLLECTIVELY, A “TRANSFER”) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT AND ANY APPLICABLE SECURITIES LAWS.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: CURRENCY AMOUNT (the “Principal Amount”)
Date of Note: DATE

FOR VALUE RECEIVED, PARTY_1_NAME, a JURISDICTION_COUNTRY corporation of PARTY_1_ADDRESS_SINGLE_LINE (the “Company”) promises to pay to PARTY_2_NAME of PARTY_2_ADDRESS_SINGLE_LINE(“Investor”), or its registered assigns, in lawful money of the JURISDICTION_COUNTRY the principal sum of CURRENCY AMOUNT, or such lesser amount as shall equal the outstanding principal amount hereof, together with all accrued and unpaid interest thereon, as provided in this Convertible Promissory Note (this “Note”).

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments

(a)  Interest.  The Principal Amount shall bear interest on the unpaid Principal Balance at the rate equal to INTEREST% per annum, computed on the basis of the actual number of days elapsed over a year of 365 days and shall be due and payable in full on the earlier of (i) when such amounts are declared due and payable on or after DUE_DATE, the [[Number of Months to Maturity]]-month anniversary of the issuance date of this note (the “Maturity Date”), or (ii) when, upon the occurrence and during the continuance of an Event of Default as specified in Section 2, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof.

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