You are on page 1of 5

CONVERTIBLE PROMISSORY NOTE

and

PRE-FOUNDER DIRECTORSHIP LICENSE


This agreement represents a personal loan made to A Better Second Half, LLC, a Delaware

Limited Liability Company located at _________________________, __________, _______

(hereinafter “Promisor”) and _________________________, an individual located at

______________________, _________,_________ (hereinafter “Promisee”).

Further, this agreement represents a business license provided by A Better Second Half, LLC, a

Delaware Limited Liability Company located at ___________________, __________, ______

(hereinafter “Licensor”) to _________________________, an individual located at

______________________, _________,_________ (hereinafter “Licensee”).

Whereas...

Pertaining to the project known herein as the PLAGO Fun Activity Finder application and
business system (hereinafter “Project”), for mutual consideration, regarding the personal loan
referenced herein, each party hereto agrees to the following:

1. Promisee agrees to lend Promisor an amount equal to ________________ ($__,___.00)


for a period of one year from the date of this agreement, and wherefore…
2. Promisor agrees to pay Promisee the entire amount of ________________($__,___.00)
before 5PM EST exactly one calendar year from the date of this agreement. This debt
will not accrue any additional interest or other encumbrances other than...
3. Promisor further agrees to pay Promisee an additional fee of seven hundred fifty
dollars ($750.00) on the same date for Consulting Services (Appendix A) rendered to
Promisor during the calendar year specified. This amount shall be the entire amount of
consulting service fees paid for this calendar year.
4. Promisee agrees that Promisor shall be entitled to utilize the lent funds in any way it
chooses.
5. In addition to repayment of the personal loan specified here, and the consulting
services fee contained herein, Promisor agrees to a renewable one-year Area or Type
Director License Agreement with Promisee (Appendix B).
6. Promisor warrants that it has provided for additional “rewards” for Promisee as
outlined herein, and that said “rewards” shall be non-transferrable. (Appendix C)
7. In the event that Promisor is unable to pay the amounts due, at the times specified
herein, Promisee agrees to extend the repayment period for a period of one calendar

1
year, whereupon Promisor agrees to repay the entire _______________ ($__,____.00)
interest-free personal loan, and shall enter into an identical consulting services
agreement for the second year, agreeing to pay an additional seven hundred fifty
dollars ($750.00) for this period. This amount shall be the entire amount of consulting
service fees paid for this second calendar year.
8. If after the second year, Promisor is unable to repay the loans and fees as specified
herein, Promisee agrees to accept the status of Project, forgiving Promisor the entire
amounts due while retaining any converted member shares the Area Directorship.

And whereas...

Pertaining to this same Project, for mutual consideration, regarding the business license
referenced herein, each party hereto agrees to the following:

1. Licensee authorizes Licensor to assign Hosts at Licensor’s discretion, and Licensor


authorizes Licensee to recruit and “self-assign” Hosts to its Directorship.

2. Host that are assigned or recruited, are required to register as such in order to offer
fun activities. They do so through the application and offer activities by posting them
on PLAGO. As their Director Licensee is authorized herewith to provide them with
support they may need to successfully create, post and host the activities they would
like to host. Licensor authorizes Licensee to provide support elements provide:

a. Creative ideas and suggestions

b. Technical support

c. Promotional help

d. Support in provision of activities

e. Analysis, advise and adjustment support for improved performance

3. Licensor will provide Licensee with authorization to utilize its PLAGO application,
support tools, collateral materials, branding elements and customer service systems.

4. Licensee agrees that assignment of this license is not geographically or category


exclusive by “area,” which for this purpose has two definitions. The first is that
activities are always posted on PLAGO in a geographic area, defined by the User’s GPS
location, and the distance she, he or they would travel to participate in an activity; or
the second, which is the type of activity (e.g., yoga, hiking, fishing, art classes, brewery
tours, etc.) the Hosts provide. Licensor generally assigns hosts under this non-
exclusive license in the geographic area of Licensee, and may, in similar fashion, do so
within a particular interest category, or area, such as yoga, art classes, brewery tours,
fishing outings, etc. Licensor retains exclusive discretion in assignment thereto.

2
5. This license does not entitle Licensee to any components, subscriptions (e.g., VIP
Hosting, VIP User, VIP Event, etc.), commissions, discounts or percentage awards unless
they are specifically agreed to in writing herein.

6. Licensee is entitled to all the benefits of being a host in addition to those provided by
Licensor with regard to the license elements specified herein.

7. Licensee agrees that Licensor shall have full discretion to determine the transaction fee
percentages and sponsorship fees that Hosts and Sponsors pay, and agrees that any
and all additional and/or future pricing shall be at the sole discretion of Licensor.

8. In the event that any Host that has been assigned or recruited to, or by the Licensee
purchases a Directorship License from Licensor, that Host shall be released from all
attachments to Licensee, with the following exception; A one-time “thank you” fee paid
by Licensor to Licensee amounting to 10% (ten percent) of the single/initial (not
subscription) fee paid by such a Host to become a Director.

9. This license entitles Licensee to 50% (fifty percent) of net collected transaction fees for
successful paid activities provided by Licensee’s Hosts both recruited and assigned by
Licensor. BETA PHASE NOTE: As the project is still in development, the actual
transactional and flow of funds model is yet to be finalized.

10. This license further entitles Licensee to 20% (twenty percent) of net collected
sponsorship fees paid by those businesses and organizations that purchase
sponsorships, either as purely promotional messages or as hosted activities by same.

11. Licensee agrees to Licensor’s stipulations regarding methods and processes of payment
for transactions and sponsorships, with general, though not inclusive, reference to
ecommerce payment systems within the application as the sole payment processes.

12. This license further entitles Licensee to additional “rewards” as specified in the
appendices attached to this agreement.

Confidentiality. Licensee agrees to hold all of Licensor’s business systems, processes, technical
systems, coded applications, business plans, data, contacts, hardware systems,
correspondence, proprietary and trademarked materials, strategic and tactical plans and
administrative documents in complete confidence and to not communicate same to any other
party or legal entity without the express written consent of Licensor.

Intellectual Property and Business Systems. Licensor warrants that it has complete ownership,
without encumbrance, of all the intellectual property and business systems being licensed to
Licensee, and shall be obligated to inform Licensee in the event that there is a change thereto.

Non-Compete. Should this license be terminated by either party, for cause or not for cause,
Licensee shall refrain from developing a competitive business, or establishing a contractual or
employment relationship with a business or organization offering the same products and
services as Licensor.

3
Termination of Business License. Either party to this agreement may terminate the License,
without cause, with 30 days written notice, and on the part of the Licensor, for cause, with 3
days business notice, after one probationary warning that lasts for not less than one week, at
the discretion of Licensor. Termination of Business License shall have no impact or adjustment
of the personal loan arrangements provided in this agreement.

Disputes. Both parties to this agreement agree to abide by the Terms of Service and other
Policies publicly provided to participants (Users, Hosts and Directors – Licensees) and digitally
agreed to within all of Projects applications, websites and social media agreements. Both
parties agree that additional disputes that fall outside the parameters of these Policies are to
be mediated by a mutually acceptable and reputable third-party mediation service.

Both parties further agree to indemnify and hold each other harmless against any liabilities,
judgments or claims resulting from implementation of the technology, relationships, business
accounts, activities and management/leadership decisions associated with Project.

Promisor is entitled to pay the loan and consulting services fees early without penalty, having
no material effect on the conversion option specified herein.

Promisor warrants that it is not marketing securities and makes memberships available solely
as a gifting gesture to Promisee, the one dollar of remaining debt being used solely for
administration of the optional conversion.

In the event of a dispute, both parties agree to enter into binding mediation through a mutually
acceptable third party, without the involvement of attorneys.

This personal loan is unsecured and is not collateralized by any assets held either by the
company or its officers or other members.

This is the entire agreement between the parties and supersedes any prior written or verbal
agreements, implied or otherwise.

We, the undersigned to herewith enter into this arrangement on this, the ______ day of
___________________________, 2019.

For Promisor/Licensor:

_____________________________________________ Date ___________

Printed Name: _________________________________ email: _________________________

For Promisee/Licensee:

_____________________________________________ Date ___________

Printed Name: _________________________________ email: _________________________

Witness: _________________________

4
APPENDIX A: Consulting Services Outline

A Project like this requires a great deal of expertise and creative input. As such, Promisor asks
Promisee to provide consulting counsel and professional services in the form or feedback,
reports, or direct services in his or her area of professional expertise (e.g., business
administration, sales, marketing, technical, media, data, etc.).

Promisee is asked, but not obligated, to provide not more than 5 hours of said services at a rate
of one hundred fifty dollars ($150.00) per hour during the course of Project’s first calendar year
of full operation.

APPENDIX B: Personal Loan Conversion of Remaining Debt to Member Shares Gift

Promisee is entitled to convert his or her personal loan on the repayment date to an option to
purchase private equity from Promisor in lieu of, as a replaced alternative to repayment of the
personal loan. Promisee agrees to pay $1.00 one dollar to administrate this gift transaction.

APPENDIX C: Other Rewards (As specified by Rate and Offering Sheet)

Licensor agrees to provide Licensee with these additional rewards as they become available for
his or her participation in the Project, largely based on the “level” of Directorship license that is
being purchased, including:

• Event Participation – Licensee is entitled to participate in events offered by the


Company, internally, to special groups or to the public, at cost, meaning that Licensee
will pay the amount Company has budgeted for participation prior to gross profits.
• VIP Hosting Subscription – Licensee is entitled to a complimentary subscription to the
Company’s value-added Host support services packages, currently titled VIP Hosting,
for a period of one year from its launch.