Convertible Note Investment Contract
This Convertible Note Investment Contract ("Agreement") is entered into as of March 15, 2051, by and between [YOUR COMPANY NAME], a corporation organized and existing under the laws of the United States (the "Company"), and Garfield Williams, residing at Raleigh, NC 27601 (the "Investor").
I. PRINCIPAL AND INTEREST
1.1 Principal Amount
The Company promises to pay to the Investor the principal sum of Five Hundred Thousand Dollars ($500,000) (the "Principal Amount"), together with interest as described below, subject to the terms and conditions of this Agreement.
1.2 Interest Rate
The Principal Amount shall accrue interest at a rate of 6% per annum, calculated on the basis of a 365-day year and actual days elapsed.
II. TERM AND MATURITY DATE
2.1 Term
This Note shall mature on March 15, 2056 (the "Maturity Date"), unless converted earlier pursuant to the terms herein.
III. CONVERSION
3.1 Conversion Option
The Investor may, at their discretion, convert the Principal Amount and any accrued but unpaid interest into equity securities of the Company in connection with a Qualified Financing Event, as defined below.
3.2 Qualified Financing Event
A "Qualified Financing Event" shall mean the Company's next equity financing raising at least One Million Dollars ($1,000,000) in aggregate gross proceeds.
3.3 Conversion Terms
Upon a Qualified Financing Event, the Principal Amount and accrued interest shall automatically convert into the securities issued in the financing at a conversion price equal to the lesser of:
20% of the price per share paid by new investors; or
A valuation cap of Ten Million Dollars ($10,000,000).
IV. REPRESENTATIONS AND WARRANTIES
4.1 Representations by the Company
The Company represents and warrants that:
It is duly organized and validly existing under the laws of Raleigh, North Carolina.
It has the authority to enter into this Agreement and perform its obligations hereunder.
The execution of this Agreement does not violate any agreements or obligations.
4.2 Representations by the Investor
The Investor represents and warrants that:
V. EVENTS OF DEFAULT
5.1 Definition
An "Event of Default" shall occur if:
5.2 Remedies
Upon an Event of Default, the Investor may declare the Principal Amount and accrued interest immediately due and payable.
VI. MISCELLANEOUS
6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Raleigh, North Carolina.
6.2 Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.
6.3 Amendments
This Agreement may be amended only by a written instrument signed by both parties.
6.4 Notices
All notices required under this Agreement shall be sent to the parties at their respective addresses as stated above or to such other address as either party may designate in writing.
6.5 Assignment
This Agreement may not be assigned by either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Convertible Note Investment Contract as of the date first written above.
[YOUR COMPANY NAME]:
Name: [YOUR NAME], Chief Executive Officer
INVESTOR:
Name: Garfield Williams
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