Cryptocurrency note safe historical exchange rate payment convertible promissory

Conversely, regulatory bodies in some countries such as India and Switzerland have declined to exercise regulatory authority when afforded the opportunity. Any additional equity financings may be financially dilutive to, and will be dilutive from an ownership perspective to our stockholders, and such dilution may be significant based upon the size of such financing. The principal and OID on this note was due and payable on March 22,

What to Read Next

To pay for credit sales a buyer may make a written promise in form of a promissory note or a bill of exchange. It is paid to the bearer of the instrument or to the order of a particular person or to a particular person. Definition Promissory Note — It is a financial instrument, in which one party promises in writing to pay a pre-determined sum of money to the other party subject to agreed terms. It can either be payable on demand or at a specific time. It may be paid to the bearer of the instrument or to the authorized party or to the order of the authorized party. What is the Difference Between Discount and Rebate?

About the Author

A convertible promissory note is a form of debt that converts to equity when either a certain event has occurred or a certain date has passed. The conversion from debt to equity will depend on the agreement between the person or company that has issued the note and the investor. The two parts of a convertible promissory note are the promissory note and the equity conversion rights. A typical promissory note will have the principal, the interest rate, the maturity date, how the note will be secured usually by assets of the company , and details of what will happen if there is a default. It should also include the formula used in converting the debt to equity, the type of equity the debt will be converted into common stock or preferred stock , and any additional equity rights that the investor will gain from converting the debt, such as voting rights or dividends. The two convertible promissory notes are then converted into equity, effectively canceling the notes.

Crypto Exchange Poloniex to 'Spin Out' from Circle — https://t.co/0jCLDNRtBR pic.twitter.com/JOhih50raM

— Crypto Sol (@CryptoSol_co) October 18, 2019

Explore a curated library of equity management resources by industry professionals.

Exhibit This Note may not be prepaid in whole or in part except as otherwise explicitly set forth. Interest shall commence accruing on the date that the Note is fully paid rxte shall be computed on the basis of a day year and the actual number of days elapsed.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on exchamge day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, payyment the case of any interest payment convertib,e which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:. Article I. The Holder shall have the right from time to time and at any time during vonvertible period beginning on the date which is one hundred eighty days following the date of this Note and ending on the later of i the Ratw Date and ii the date of payment of the Default Amount as defined in Article III pursuant to Section 1.

The Borrower agrees historicsl honor all conversions submitted pending this adjustment. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.

The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Notwithstanding anything contained in Section 1. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower proimssory issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 4.

The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement.

The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or prmoissory any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Historicall, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.

Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any prior cpnvertible. If, at any time the Borrower does not maintain or replenish the Reserved Amount within three 3 business days of the request of the Holder it will be considered an Event of Default under Section 3. Subject to Section 1. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender histodical Note to the Borrower unless the entire unpaid principal amount of this Note is so converted.

The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Promissiry is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Histoorical to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder upon payment by the Holder of any applicable transfer taxes may request, representing in the aggregate the remaining unpaid cryptocurrendy amount of this Note.

The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this cryptocurrecny, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may rqte less than the amount stated on the face hereof.

Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1. Upon receipt by the Borrower of a Notice promissoy Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount prmoissory accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect promisory the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.

Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder by written notice to the Borrower by the first day of the month following the ;ayment in which it has accruedshall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.

The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1. Except as otherwise provided in the Purchase Agreement and subject to the removal provisions set forth belowuntil such convetible as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be fate pursuant to Rule without noge restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following sade, as appropriate:.

The legend set forth above shall be removed and the Borrower shall issue to the Holder zafe new certificate therefore free of any transfer legend if i the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary coonvertible opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under crypgocurrency Act, which opinion shall be reasonably accepted by the Borrower cryptocurrenyc that the sale or transfer is effected or ii in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule without any restriction as to the number of securities as of a particular date that can then be immediately sold.

In the event that the Borrower does not accept the opinion exchangr counsel provided by the Buyer crypptocurrency respect to the transfer of Securities pursuant to an exemption from registration, such as Rule or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.

The Borrower shall not affect any transaction described in this Section prokissory. The above provisions shall similarly apply to promidsory consolidations, mergers, exchangge, transfers or share exchanges.

Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events paymen in this Section 1. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth i such adjustment or readjustment, ii promissogy Conversion Price at the time in effect and iii the paykent of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

Notwithstanding the foregoing, if a Hisrorical has not received certificates for all shares of Common Stock prior to the tenth 10th business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then unless the Holder otherwise elects paument retain its status as a holder paymnet Common Stock by so notifying the Borrower the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.

In all cases, the Holder shall retain all of its rights and remedies including, without limitation, i the right paayment receive Conversion Default Payments pursuant to Section 1. Notwithstanding anything to the contrary contained in this Note, the Borrower may saef the amounts outstanding hereunder pursuant to the following terms and conditions:.

If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two 2 business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to cryptocurtency Section 1.

Article II. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries other than dormant Subsidiaries that have no or minimum assets to become notr remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Article III. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of cryptocurrecy Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.

The Borrower fails to deliver the Transaction Expense Amount Shares as defined in the Purchase Agreement to the Holder within three 3 business days of the date such shares is. The Borrower breaches any material covenant or other material term or condition contained in this Note hjstorical any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten 10 days after written notice thereof to the Borrower from the Holder.

Any representation or warranty of the Borrower noge herein or in any cryptocurrency note safe historical exchange rate payment convertible promissory, statement or certificate given in writing pursuant hereto or in connection herewith including, without limitation, the Purchase Agreementshall be false or misleading in any material respect when made and the breach of which has or with the passage of time will have a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors bote commence proceedings for its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a cyrptocurrency part of its property or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial concertible of its property or business without its consent and shall not be discharged within sixty 60 days after such appointment.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against paymetn an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its exfhange to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under international, federal or state laws as applicable.

Any dissolution, liquidation, or winding up of Xonvertible or any promisdory portion of its business. The failure ssfe Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business whether now or in the future. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount signed by the successor transfer agent to Borrower and the Borrower.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Cryptocurrsncy Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Szfe shall be entitled but in no event required to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.

Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder. Upon the occurrence and during the continuation of any Event of Default specified in Section 3. Upon the occurrence and during the continuation of any Event of Bote specified in Sections 3. Further, if a paymment of Section 3. If the Borrower fails to pay the Default Amount within five 5 business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default and so long and to the extent that there are sufficient authorized sharesto require the Borrower, upon written notice, to immediately issue, in lieu of nnote Default Amount, convertlble number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take promissody other action. Article IV. No failure or delay on the part of the Holder in the pyment of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges.

All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be i personally served, ii deposited in the mail, registered or certified, return receipt requested, postage prepaid, iii delivered by reputable air courier service with charges prepaid, or iv transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.

Any notice or other communication required or permitted to be given hereunder shall be deemed histoeical a upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below if delivered on a business day during normal business hours cryptlcurrency such notice is to be receivedor the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received or b on the second ratf day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The addresses for such communications shall be:. If to the Borrower, to:. Ecxhange Safes, Inc. Henderson, NV Attn: Lorraine Yarde. E-mail: Lorraine rxsafes. With a copy by fax only to which copy shall not constitute notice :.

Doney Law Firm. Durango Drive, Suite Las Vegas, NV Attn: Scott Doney, Esq. Cryptocurfency scott doneylawfirm. If to the Holder:. Auctus Fund, LLC. Boston, MA Attn: Lou Posner. Facsimile: Lucosky Brookman LLP. Woodbridge, NJ Attn: Joseph M. Lucosky, Esq. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything in this Note to cryptocurrfncy contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

Any action brought convertiblee either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

Fidelity Starts to Reward Employees in Crypto — French National TV Starts Advertising Bitcoin

Information

During the nine months ended September 30,we had one creditor convert to common stock. The sale of our products is dependent on our ability to respond to rapid technological change, including evolving industry-wide standards, and may be adversely affected by the development, and acceptance by our customers, of new technologies which may compete with, or reduce the demand for, our products. Cambridge University Press, 28 August The Bank of England risked a national financial catastrophe in the s when customers demanded their money be changed into gold in a moment of crisis. In part III of this series, we will break down how to calculate convertible debt into equity on your cap table. New York: Columbia University Press. Consolidation would also generally result if we, in consultation with the SEC, determine that consolidation would result in a more accurate reflection of our assets, liabilities and results of operations. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. Common stock ownership structure immediately before and after execution of the Share Exchange Agreement was as follows:. Accelerated filer. Each block typically contains a hash pointer as a link to a previous block, a timestamp and transaction data. Classification as an investment company under the Act requires registration with the Commission. Medium of exchange. In such events, or in the event adverse conditions prevail, the market price of our common stock may decline significantly.