Hologram USA Business

Hologram USA Convertible Shares Offering


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To Invest in Hologram USA securely you must be an accredited investor and must have have the banking information below ready to complete the transaction.




Under the Convertible Promissory Note (the “Note”) the holder is entitled to 10% interest per annum.

HOLOGRAM USA NETWORKS INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay you with an address as registered on the Company’s website, assigns (the “Holder”), the principal amount herein, payable in full on the Maturity Date (as hereinafter defined), and to pay interest on the unpaid principal balance hereof at the rate of 10% per annum (calculated on the basis of a 365-day year) on the Maturity Date (the “Interest Payment Date”), all as hereafter further provided. Notwithstanding the foregoing, this Note is subject to automatic conversion as provided in Section 2 hereof. This Note is one of a series of the Company’s Convertible Promissory Notes (collectively, the “Notes”) issued in connection with Company’s interim bridge loans for an aggregate principal amount of up to $15,000,000.

  1. Payments. The “Maturity Date” shall be December 31, 2018. Interest on this Note shall accrue on the principal amount outstanding hereunder based upon the actual number of days elapsed from the Interest Payment Date to which interest has been paid or, if no interest has been paid on this Note, from the date hereof, to but excluding the next Interest Payment Date, and shall be payable in arrears on each Interest Payment Date. The Company may at any time prepay (in whole or in part) the outstanding principal amount and unpaid accrued interest of this Note, without penalty or premium.
  2. Conversion. The Holder may, at its option, upon written notice to the Company given at any time and from time to time prior to the payment (or prepayment) or automatic conversion of this Note, convert all or any portion of the principal balance of this Note into shares of the Company’s common stock (the “Common Stock”), at the rate of one (1) share of Common Stock for each $8.00 of principal of this Note (the “Conversion Price”). Unless an optional conversion has theretofore been made, at the closing of Company’s pending initial public offering, Rule 506(b) of Regulation D under the Securities Act (the “Offering”) of shares of the Company’s Common Stock, the outstanding principal amount of this Note, as well as all outstanding accrued interest hereon, shall be automatically converted, without any further action on the part of the Holder hereof, into shares of the Company’s Common Stock at the Conversion Price. Upon surrender of this Note, the Holder shall receive certificates representing the shares of the Company’s Common Stock acquired by the conversion of this Note pursuant to this Section 2.
  3. No Collateral. The payment of this Note and the Company’s obligations hereunder are not secured by any collateral. The Holder hereof is an unsecured creditor of the Company.
  4. Investment Representations. By acceptance of this Note, the Holder hereby acknowledges that this Note and the shares of Common Stock issuable upon conversion hereof are not being registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws because the issuance of this Note is exempt from registration under Section 4(a)(2) of the Act and applicable state securities laws.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws principles thereof.


Legal Disclaimer: Hologram USA Networks Inc. is currently undertaking a private placement of the securities described in this Presentation in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506(c) of Regulation D promulgated thereunder. The Company may, in the future, undertake a public offering pursuant to Regulation A+ under the Securities Act. No money or other consideration is being solicited at this time with respect to such offering, and if sent in response to these materials for such offering, it will not be accepted. No offer to buy securities can be accepted and no part of the purchase price can be received for an offering under Regulation A+ until an offering statement is qualified by the Securities and Exchange Commission, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. An indication of interest made by a prospective investor in a Regulation A+ offering is non-binding and involves no obligation or commitment of any kind.