EFTA00602603.pdf

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED. OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. CONVERTIBLE PROMISSORY NOTE No. 2014-_ obi Date of Issuance S /90, 000. co July a5 2014 FOR VALUE RECEIVED. ARTSPACE MARKETPLACE, INC., a Delaware corporation (the -Company"), hereby promises to pay to the order of Leve..nc. (the "Lender"). the principal sum of 4Oa_linkuk."-1... Ott-‘ (S OO0 tv ), together with interest I', thereon from the date of this Note. Interest shall accrue at a rate of eight percent (8%) per annum, compounded annually. Unless converted into Conversion Shares pursuant to Section 2.2 of that certain Amended & Restated Note Purchase Agreement dated July.24 2014 among the Company. Lender and certain other investors (as may be amended and/or restated in accordance with the terms thereof, the "Purchase Agreement') the principal and accrued interest (and, in the event of a Corporate Transaction, the Corporate Transaction Payment Amount) shall be due and payable by the Company on demand by the Lender at any time after the earliest of: (i) the Maturity Date. (ii) immediately prior to the closing of a Corporate Transaction and (iii) an Event of Default. The terms of this Note shall be subject in all respect to the Purchase Agreement, and in the event of any conflict between the terms of this Note and the terms of the Purchase Agreement. the terms of the Purchase Agreement shall control and supersede the terms of this Note in all respects. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement. This Note is one of a series of Notes issued pursuant to the Purchase Agreement. and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. 1. Pavtrient Except as expressly provided below, all payments shall be made in lawful money of the United States of America at the principal office of the Company. or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable, then to the Corporate Transaction Payment Amount (if applicable), and any remainder applied to principal. Notwithstanding the foregoing, in the event of a Corporate Transaction in which at least ninety percent (90%) of the consideration paid for the Company's capital stock is in shares of the acquirer's capital stock (-Buyer Stock") (plus payment or assumption of accounts payable, transaction costs, accrued liabilities and other like items). payment of the Corporate Transaction Payment Amount, or a portion thereof. may be made (at the Company's sole election) in Buyer Stock in lieu of cash, with such Buyer Stock valued at a GDSVFetlianalt2a.: EFTA00602603  price per share determined in good faith by the Board and approved by the approval not to be unreasonably with Lender (such held. delayed or conditioned). Prepayment together with accrued interest, may not of principal. be made without the Lender's consent. hereby waives demand, notice. presentment, The Company protest and notice of dishonor. 2. Priority. This Note shall be par! pass pursuant to the Purchase Agreement (and u in all respects to any other Notes issue for the sake of clarity. the Prior Agre d be senior in all respects (including righ ement) and shall t of payment) to all other indebtedness now existing or hereafter. of the Company, 3. Conversion of the Notes. This Note convertible into Conversion Shares in acco and any amounts due hereunder shall rdance with the terms of Section 2.2 be Agreement. As promptly as practicab of the Purchase le after the conversion of this Note, the expense shall issue and deliver to the Company at its holder of this Note. upon surrender certificate or eenificates for the of the Note. a number of full Conversion Shares conversion. issuable upon such 4. Amendments and Waivers: Resolutions waiver of any term of this Note, the reso of Dispute: Notice. The amendment or lution of any controversy or claim arisi relating to this Note and the provision ng out of or of notice shall be conducted pursuant to Purchase Agreement. the terms of the 5. Successors and Assigns. This Note appl the successors and assigns of the panics ies to. inures to the benefit of. and bind hereto• provided however that the s assign its obligations under this Note with Company may not out the written consent of the Majority Any transfer of this Note may be effec Note Holders. ted only pursuant to the Purchase surrender of this Note to the Company Agreement and by and rcissuancc of a new note to the trans Lender and any subsequent holder of feree. The this Note receives this Note subject to and conditions, and agrees to comply the foregoing terms with the foregoing terms and condition the Company and any other Lenders. s for the benefit of 6. Qjfieguand Ditgctoss Nig Liable. In Company be liable for any amounts due no event shall any officer or director and payable pursuant to this Note. of the 7. fxnenses. The Company hereby agre by applicable law, to pay all expenses es. subject only to any limitation , including reasonable attorneys' imposed incurred by the holder of this Note fees and legal expenses. in endeavoring to collect any amounts which are not paid when due, whe payable hereunder ther by declaration or otherwise agrees that any delay on the part of the ("Costs"). The Company holder in exercising any rights hereunde as a waiver of such rights. The r will not operate holder of this Note shall not by any otherwise be deemed to have waived act, delay, omission or any of its rights or remedies, and no shall be valid unless in writing waiver of any kind and signed by the party or panics remedies. waiving such rights or 2 EFTA00602604  8. Govemina Law. This Note shall be governed by and construed under the laws of the State of New York as applied to other instruments made by New York residents to be performed entirely within the State of New York. ARTSPACE MARKETPLACE, INC. By: Name: .a .stke-n Ve-et-4-- Title: Geo 3 EFTA00602605  THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONV ERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED. HYPOTHECATED. OR OTHERWISE TRANSFERRED EXCE PT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933. AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLE SS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. CONVERTIBLE PROMISSORY NOTE No. 2014- Oti Date of Issuance S 16- OtW, ou July 2g 2014 FOR VALUE RECEIVED. ARTSPACE MARKETPL ACE, INC., a Delaware torporatioti (the "Comoanv"), hereby promises to pay to the order of 9 8 -14 LeVe.ery (the 'Under"), the principal sum of (S IV °cc. Co). together with interest thereon from the date of this Note. Interest shall accrue at a rate of eight percent (8%) per annum, compounded annually. Unless convened into Conversion Shares pursuant to Section 2.2 of that certain Amended & Restated Note Purchase Agree ment dated July el. 2014 among the Company. Lender and certain other investors (as may be amend ed and/or restated in accordance with the terms thereof, the "Purchase Agreement"), the princip al and accrued interest (and, in the event of a Corporate Transaction, the Corporate Transaction Payment Amount) shall be due and payable by the Company on demand by the Lender at any time after the earliest of: (i) the Maturity Date, (ii) immediately prior to the closing of a Corporate Transaction and (iii) an Event of Default. The terms of this Note shall be subject in all respect to the Purchase Agreement, and in the event of any conflict between the terms of this Note and the terms of the Purchase Agreement. the terms of the Purchase Agreement shall contro l and supersede the terms of this Note in all respects. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement. This Note is one of a series of Notes issued pursua nt to the Purchase Agreement. and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. I. Eavment. Except as expressly provided below, all lawful money of the United States of America at payments shall be made in the principal office of the Company. or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below ), if any, then to accrued interest due and payable, then to the Corporate Transaction Payment Amount (if applicable). and any remainder applied to principal. Notwithstanding the foregoing, in the event of a Corporate Transaction in which at least ninety percent (90%) of the consideration paid for the Company's capital stock is in shares of the acquirer's capita l stock ("Buyer Stock") (plus payment or assumption of accounts payable. transaction costs, accrued liabilities and other like items). payment of the Corporate Transaction Payment Amou nt, or a portion thereof, may be made (at the Company's sole election) in Buyer Stock in lieu of cash, with such Buyer Stock valued at a COSVRell,Mina • EFTA00602606  price per share determined in good faith by the Board and approved by the Lender (such approval nor to be unreasonably withheld. delayed or condit ioned). Prepayment of principal. together with accrued interest, may not be made without the Lender's consent. The Company hereby waives demand, notice, presentment. protest and notice of dishonor. 2. Priority. This Note shall be pari pas= in all respects to any other pursuant to the Purchase Agreement (and for the sake of clarity, the Notes issued Prior Agreement) and shall be senior in all respects (including right of payment) to all other indebtedness of the Company, now existing or hereafter. 3. Conversion of the Notes. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with the terms of Section 2.2 of the Purchase Agreement. As promptly as practicable after the conversion of this Note, the Company at its expense shall issue and deliver to the holder of this Note, upon surrender of the Note. a certificate or certificates for the number of full Conve rsion Shares issuabie upon such conversion. Amendments and Waives: Resolutions of Dispute: Notice waiver of any term of this Note, the resolution of any contro . The amendment or versy or claim arising out of or relating to this Note and the provision of notice shall be condu cted pursuant to the terms of the Purchase Agreement. S. Successors and_Assigns. This Note applies to. inures to the the successors and assigns of the parties hereto; provid benefit of. and binds ed however, that the Company may not assign its obligations under this Note without the written consent of the Majority Note Holders. Any transfer of this Note may be effected only pursua nt to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note to the transferee. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the forego ing terms and conditions for the benefit of the Company and any other Lenders. 6. OtTieers and Directors Not Liable. In no event shall Company be liable for any amounts due and payable pursua any officer or director of the nt to this Note. 7. Expenses. The Company hereby agrees, subject only by applicable law, to pay all expenses. including to any limitation imposed reasonable attorneys' fees and legal expenses. incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by declaration or otherwise ("Costs"). The Company agrees that any delay on the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this Note shall not by any act. delay. omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies. EFTA00602607  S. (iovemine Law. This Note shall be governed by and construed under the laws of the State of New York as applied to other instruments made by New York residents to be performed entirely within the State of New York. ARTSPACE MARKETPLACE.INC. By: Name: CasOLLA 04. it Title: C 3 EFTA00602608