Common use of ISSUE OF NOTE Clause in Contracts

ISSUE OF NOTE. a. The Company will authorize the issue of its 3% Convertible Promissory Note (hereinafter called “Note”) to the Purchaser in the aggregate principal amount of $40,000 to be dated on March 21, 2025 to mature on that is twenty-four (24) months after the Purchase Price Date, as defined in the Note, to bear interest on the unpaid principal thereof at the rate of 3% per annum until maturity, payable on March 20, 2026 and 2027, respectively, commencing on Purchase Price Date, and after maturity at the rate of 3% per annum until Note is fully paid, and to be substantially in the form of Exhibit A attached hereto. b. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 30-day month and a 365-day year. The Company will promptly and punctually pay to Note Holder (the “Holder”) the interest on the Note held by Holder without presentment of the original copy of the Note. In the event that any of the Holder shall sell or transfer the Note, it shall notify the Company of the name and address of the transferee and send the assignment notice to the Company for approval. In the event the Company defaults on any installment of interest or principal of any Note and fails to cure such defaults within 90 days after the written notice from the Holder of the Note, then the Holder, at its option, may declare the entire principal and the interest accrued thereon for such Note immediately due and payable and may proceed to enforce the collection thereof. c. The Company will also authorize and reserve sufficient shares of its common stock as may be required for issuance upon conversion of the Note (hereinafter called “Shares”) pursuant to the conversion terms hereinafter stated. d. The Purchasers have the right at any time after the date of this Agreement until the outstanding balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the outstanding balance of the Note into shares of Common Stock of the Company. Conversion notices in the form attached the Note (“Conversion Notice”) may be effectively delivered to the Company by any method set forth in the “Notices” Section of this Agreement. The Company shall deliver the conversion shares from any conversion to Holder in accordance with the Note. Subject to adjustment as set forth in this Agreement, the price at which the Purchasers have the right to convert all or any portion of the outstanding balance into Common Stock of the Company is $0.33 per share of Common Stock (the “Conversion Price”).

ISSUE OF NOTE. a. The Company will authorize the issue of its 3% Convertible Promissory Note (hereinafter called “Note”) to the Purchaser in the aggregate principal amount of $40,000 30,000 to be dated on March 21May 1, 2025 to mature on that is twenty-four (24) months after the Purchase Price Date, as defined in the Note, to bear interest on the unpaid principal thereof at the rate of 3% per annum until maturity, payable on March 20May 1, 2026 and 2027, respectively, commencing on Purchase Price Date, and after maturity at the rate of 3% per annum until Note is fully paid, and to be substantially in the form of Exhibit A attached hereto. b. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 30-day month and a 365-day year. The Company will promptly and punctually pay to Note Holder (the “Holder”) the interest on the Note held by Holder without presentment of the original copy of the Note. In the event that any of the Holder shall sell or transfer the Note, it shall notify the Company of the name and address of the transferee and send the assignment notice to the Company for approval. In the event the Company defaults on any installment of interest or principal of any Note and fails to cure such defaults within 90 days after the written notice from the Holder of the Note, then the Holder, at its option, may declare the entire principal and the interest accrued thereon for such Note immediately due and payable and may proceed to enforce the collection thereof. c. The Company will also authorize and reserve sufficient shares of its common stock as may be required for issuance upon conversion of the Note (hereinafter called “Shares”) pursuant to the conversion terms hereinafter stated. d. The Purchasers have the right at any time after the date of this Agreement until the outstanding balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the outstanding balance of the Note into shares of Common Stock of the Company. Conversion notices in the form attached the Note (“Conversion Notice”) may be effectively delivered to the Company by any method set forth in the “Notices” Section of this Agreement. The Company shall deliver the conversion shares from any conversion to Holder in accordance with the Note. Subject to adjustment as set forth in this Agreement, the price at which the Purchasers have the right to convert all or any portion of the outstanding balance into Common Stock of the Company is $0.33 per share of Common Stock (the “Conversion Price”).. Convertible Promissory Note Agreement 1