True2Beauty, Inc. S-1/A


Exhibit 4.1 


 


 


FORM OF CONVERTIBLE PROMISSORY NOTE


 


	$______________	__________, 2014


 


          FOR VALUE RECEIVED, TRUE2BID, INC. and TRUE 2 BEAUTY, INC. (the “Parent Company”), both Nevada corporations,
with an address at ________________________ (collectively the “Company” or “Payor”),
promises to pay to the order of _______________________ (the “Payee” or the “Holder”), or registered
assigns, the principal amount of ___________________________ Dollars ($_______) 
on ____________, 2017 (the “Maturity Date”), and unpaid interest on the unpaid principal balance
hereof from the date of this Note at rate of 10% per annum, payable in full no later than on the Maturity Date. Payments of principal
and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender
for the payment of public or private debts.


 


          
1.      Terms of Repayment.


 


                    1.1          All
payments received on account of this Note shall be applied first to the payment of accrued interest on this Note and then to the
reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the
actual number of days elapsed.


 


                    1.2          If
payment of the outstanding principal amount of this Note, together with accrued unpaid interest thereon at the applicable rate
of interest (as set forth herein), is not made on the Maturity Date, then interest shall accrue on the outstanding principal amount
due under this Note and on any unpaid accrued interest due on this date of the payment in full of such amounts (including from
and after the date of the entry of judgment in favor of the Holder in an action to collect this Note) at an annual rate equal to
the lesser of __% or the maximum rate of interest permitted by applicable law.


 


                    1.3          Notwithstanding
anything to the contrary contained in this Note, the Company shall not be obligated pay, and the Holder shall not be entitled to
charge, collect, or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which
the interest rate specified herein exceeds such maximum rate, any amounts of interest collected by the Holder in excess of such
maximum rate shall be deemed to apply to principal, and all payments of interest and principal shall be recalculated to allow for
such characterization.


 


                    1.4          In
the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday
under the laws of the State of Florida, the time for payment of such amount shall be extended to the next succeeding business day
and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.


 




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         2.        Conversion
Rights.


 


                    2.1          Right
to Convert. The
Holder shall have
the option, at any
time, to convert
all or any part of
the outstanding principal
amount of
this Note
and accrued
and unpaid
interest into fully
paid and non-assessable shares
of the Common
Stock (“Conversion Shares”),
par value $.001
per share, of
the Company or the
Parent Company (the
“Conversion Right”)
at the Conversion
Price (as
defined below) determined
as provided
in this Section
2. Promptly after
the surrender of
this Note, accompanied by
a Notice of
Conversion of
Convertible Note
in the
form attached
hereto as
Exhibit C, properly completed
and duly executed
by the Holder
(a “Conversion Notice”),
the Company shall
issue and deliver
to or upon
the order of
the Holder
that number of
shares of Common
Stock for the
balance of this Note
converted as shall
be determined
in accordance
herewith.


                    2.2          Calculation.
The number of shares
of Common Stock to be
issued upon each conversion of
this Note shall
be determined by
dividing (i) the amount
of Principal (and
accrued and unpaid interest if
elected by the
Holder) to be converted by (ii) the
Conversion Price in effect on the
date the Conversion Notice is delivered
to the Company by the
Holder.


 


                    2.3          Conversion
Price. The conversion price shall be $0.02 per share, subject to adjustment from
time to time
upon the happening
of certain events
(as adjusted, the
“Conversion Price”) as
set forth below.


 


                    2.4          Subdivision.
If the Company,
at any time
while the Note
remains outstanding, shall (i)
subdivide the Common Stock
(or effect a
similar transaction), the
Conversion Price shall
be proportionately reduced or
(ii) effect a
reverse stock split or similar transaction,
the Conversion Price
shall be proportionately increased, as the
case may be,
as of the effective date
of such subdivision, reverse stock split or similar transaction, or, if the
Company shall take a record of holders of its Common Stock for the purpose of any such transaction, as of such record date, whichever
is earlier (provided if such transaction
does not actually
occur, such adjustment shall
not be made).


 


                    2.5          Stock
Dividends. If the Company,
at any time
while the Note
is outstanding, shall pay
a dividend
in shares
of, or
make other
distribution of shares
of the
Common Stock,
then the Conversion
Price shall
be adjusted,
as of the
date the Company
shall take
a record of
the holders
of its Common Stock
for the purpose
of receiving such
dividend or other
distribution (or if
no such record
is taken, as
at the
date of
such payment or
other distribution), to
that price
determined by
multiplying the
Conversion Price
in effect
immediately prior
to such
payment or
other distribution
by a fraction (a)
the numerator of
which shall be
the total number
of shares of
Common Stock outstanding immediately
prior to such
dividend or distribution,
and (b) the
denominator of which
shall be the
total number
of shares
of Common
Stock outstanding immediately
after
such dividend
or distribution.


 


                    2.6          Reclassification,
Consolidation or Merger. At
any time while
this Note remains outstanding,
in case
of any
reclassification or
change of
Common Stock
(other than
a change in
par value, or
from par
value to no
par value
per share,
or from no
par value
per share
to par
value) or
in case of
any consolidation
or merger of
the Company
with or
into another corporation
(other than
a merger with
another corporation in
which the
Company is
a continuing corporation
and which
does not result
in any
reclassification or change,
other than
a change in
par value, or
from par value
to no
par value per share,
or from
no par
value per share
to par value),
or in
the case of
any sale or
transfer to another
corporation of
the property of
the Company as
an entirety
or substantially
as an
entirety, the Company
or such successor
or purchasing
corporation, as the
case may
be, shall,
without payment of any
additional consideration therefor,
execute new note
providing that
the holder
of the
Note shall
have the right
to exercise such
new note
(upon terms
not less
favorable to
the holder than
those then
applicable to the
Note) and to
receive upon
such exercise,
in lieu
of each
share of Common
Stock theretofore issuable upon
exercise of the
Note, the kind
and amount of
shares of stock,
other securities, money
or property
receivable upon such
reclassification,
change, consolidation, merger,
sale or transfer by
the Holder
of one share
of Common Stock
issuable upon exercise
of the
Note had
the Note been converted
immediately prior
to such reclassification,
change, consolidation,
merger, sale or
transfer. Such
new note
shall provide
for adjustments
which shall
be as
nearly equivalent as
may be practicable to
the adjustments
provided for
in this
Section 2.
The provisions of
this Section
2.6 shall
similarly apply
to successive
reclassifications, changes,
consolidations, mergers, sales
and transfers


.


 






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                  2.7          Share
Issuance. If the
Company at any time
shall issue any
shares of Common
Stock or options, warrants
or convertible securities
providing for the
issuance of shares
of Common Stock,
prior to the conversion
of the entire
principal amount of
the Note (otherwise
than as provided
above or pursuant to
options, warrants or
other obligations to
issue shares outstanding on
the date hereof
as described in
the Company’s periodic reports filed
with the Securities
and Exchange Commission) for a
consideration less than the Conversion Price
that would be in
effect at the time
of such issue, then, and
thereafter successively upon each such
issue, the Conversion Price shall be reduced to
the price of such share issuance.


 


                    2.8          Method
of Conversion. Except as
otherwise provided in
this Note or
agreed to by the
Holder, this
Note may
be converted
by the
Holder in
whole at
any time
or in
part from
time to
time by (i) submitting
to the Company
a Conversion Notice (by
facsimile dispatched on
the Conversion Date and
confirmed by U.S.
mail or overnight
mail service sent
within two business
days thereafter) and
(ii) surrendering this
Note with
the mailed
confirmation of
the Conversion
Notice at
the principal office of
the Company. Upon
partial exercise
of the Conversion
Rights, a new note
containing the same
date and
provisions as
this Note
shall be
issued by
the Company
to the
Holder for the balance
due hereunder which
shall not have
been converted.


 


                    2.9          Restrictions
on Shares. This Note
has been issued
by the Company
pursuant to the exemption from
registration under the Securities
Act of 1933
(the “Act”). The
shares of
Common Stock
issuable upon
conversion of
this Note may
not be offered,
sold or
otherwise transferred unless
(i) they first shall
have been
registered under
the Act
and applicable state
securities laws
or (ii) the
Company shall have been
furnished with an
opinion of legal
counsel (in form,
substance and scope
reasonably acceptable to
the Company) to
the effect
that such
sale or transfer
is exempt
from the registration requirements
of the
Act. Each
certificate for
shares of
Common Stock
issuable upon
conversion of this
Note that have
not been
so registered and
that has not
been sold pursuant
to an exemption that
permits removal
of the applicable
legend, shall
bear a
legend substantially in
the following form,
as appropriate:


	 	 	 
	 	THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY
ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.	 


 



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                                   Upon
the request of
a holder of
a certificate representing
any shares of
Common Stock issuable upon
conversion of this Note,
the Company
shall remove
the foregoing
legend from
the certificate or issue
to such
Holder a
new certificate therefor
free of
any transfer
legend, if
(i) with
such request,
the Company
shall have
received an
opinion of
counsel, reasonably
satisfactory to
the Maker in form,
substance and scope,
to the effect
that any
such legend
may be
removed from such
certificate or (ii)
a registration
statement under
the Act covering
such securities
is in effect.


 


                    2.10          Reservation
of Shares. The
Company shall at
all times have
authorized and reserved, for the
purpose of issuance,
a sufficient number
of shares of
Common Stock to
provide for the issuance
of shares of Common Stock
underlying the then
outstanding aggregate principal
amount of the Note.


 


                    2.11          Restriction
or Conversion. The Company
shall not effect
any conversion of
this Note, and the
Holder shall not
have the right
to convert any portion
of this Note
to the extent
that after giving effect
to such conversion, the Holder (together
with the Holder’s affiliates)
would beneficially own in excess
of 4.99% of the number of shares of
the Common Stock outstanding immediately
after giving effect to such conversion.
For purposes of
the foregoing sentence, the
number of shares of
Common Stock beneficially owned by the Holder
and its affiliates shall include
the number of shares
of Common Stock issuable upon conversion
of this Note with respect to
which the determination of such sentence is
being made, but shall exclude the
number of shares
of Common Stock
which would be
issuable upon (A) conversion of
the remaining, non-converted portion
of this Debenture beneficially owned
by the Holder or any
of its affiliates and
(B) exercise or conversion of
the unexercised or non-converted portion of
any other securities of the
Company subject to a
limitation on conversion or
exercise analogous to the
limitation contained herein beneficially
owned by the Holder or any of its affiliates.
Except as set forth in the preceding sentence,
for purposes of this Section 2, beneficial
ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934. The provisions of this Section may e
waived by the Holder upon, at the election of
the Holder, not less than 61 days’ prior notice
to the Company, and
the provisions of this Section shall continue to apply until such 61st
day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).


 


         3.        Covenants.
The Company covenants and
agrees that for
so long as
any portion of
the indebtedness evidenced by
this Note, whether
principal, accrued and unpaid
interest or any other
amount at any time
due hereunder, remains
unpaid, the Company
will:


 


                    (a)          Do
or cause to
be done all
things necessary to
preserve and keep
in full force
and effect its corporate
existence, rights and
franchises and to
comply in all
material respects with
all laws, regulations and
orders of each governmental
authority having jurisdiction over
the Company;


 


                    (b)          Promptly
following the occurrence
of a Default
(as defined herein),
furnish to the Holder
a statement of the
Company’s President or
Chief Financial Officer
setting forth the
details of such Default and the action which the Company proposes to take with
respect thereto;


 


                    (c)          At
all times maintain
true and complete
records and books
of account in
which all of the
financial transactions of the
Company are duly
recorded in conformance
with GAAP;


 


                    (d)          Take
all action which
may be necessary
or expedient to
assure that, upon
conversion of the Note,
all shares issuable
upon such conversion
or exercise will
be duly and
validly issued, fully paid, non-assessable
and not subject
to the preemptive
rights of any stockholder;


 




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                    (e)          Cooperate
with the Holder
and execute such
further instruments and
documents as the Holder
shall reasonably request
to carry out
to their satisfaction
the transactions contemplated by
this Note; and


 


                    (f)          Permit
Payee to visit
and inspect any
of the properties
of the Company,
to examine the
books of
account of
the Company
(and to
make copies
thereof and
extracts therefrom),
and to
discuss the
affairs, finances
and accounts
of the
Company with,
and to
be advised
as to
the same
by, its and
their officers,
at all such
reasonable times
and intervals
as Payee
may reasonably request.


 


         4.        Events
of Default. If any of the
following events (each
an “Event of Default”)
shall occur:


 


                    4.1          The
Company fails to pay the
principal of interest
accrued on, or
any other amount
at any time owing
under, the Note
as and when
the same becomes due
and payable and such
default is not cured
within two days
after notice of the
occurrence of such default;
or


 


                    4.2          The
Company defaults in
the due observance
or performance of
or breach any
of its covenants contained in
this Note and
such default is
not cured within
10 business days
after notice of
the occurrence of such default;
or


 


                    4.3          The
Company shall (i) become
insolvent, (ii) apply for
or consent to the
appointment of, or the taking
of possession by,
a receiver,
trustee or
similar official
of or
for itself
or of
or for
all or
a substantial part
of its property,
(iii) make an
assignment for
the benefit
of its creditors,
(iv) commence a voluntary case
under the Federal
Bankruptcy Code, as
now or hereafter
in effect (the
“Code”), (v) file a petition
seeking to take
advantage of any
other bankruptcy, insolvency,
moratorium, reorganization
or other similar
law of any
jurisdiction (“Other
Laws”), (vi) acquiesce
as to, or fail
to controvert in
a timely or appropriate
manner, an involuntary
case fled
against the Company
under the
Code, or
(vii) take
any corporate
action in
furtherance of
any of
the foregoing;
or


 


                    4.4          A
proceeding or
involuntary case
shall be
commenced, without
the application
or consent
of the
Company in
any court
of competent
jurisdiction (i)
under the
Code, (ii)
seeking liquidation, reorganization,
dissolution, winding
up or composition
or readjustment
of its debts
under any Other
Laws, or
(iii) seeking
the appointment of
a trustee, receive or
similar official for
it or
for all or
any substantial part
of its
assets, and
any such
proceeding or
case shall
continue undismissed, or unstayed
and in
effect, for
a period
of 90 days;
or


 


                    4.5          A
final judgment
for the
payment of
money shall
be rendered
by a
court of
competent jurisdiction
against the
Company, and
the Company
shall not discharge
the same,
or procure a
stay of
execution thereof
within 30 days
from the
date of
entry thereof
and within such
30 day period or
such longer period
during which execution
of such judgment
shall have been
stayed, appeal therefrom and
cause the execution
thereof to be
stayed during such
appeal, and such
judgment, together with all
other judgments against
the Company (including
all subsidiaries), shall
exceed in the aggregate
$50,000 in excess
of any insurance
as to the
subject matter of
such judgments, as to
which coverage has
not been
declined or the underlying
claim rejected by
the applicable insurer; or


 


                    4.6          The
liquidation or
dissolution of
the Company
or any
vote in
favor thereof
by the board
of directors
and stockholders
of the
Company; or


 




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                    4.7          An
attachment or
garnishment is
levied against
the assets
of the
Company or
any Subsidiary
thereof involving
an amount
in excess
of $50,000 and
the lien
created by
such levy
is not vacated,
bonded or
stayed within
10 business
days after
such lien
has attached
to such
assets; or


 


                    4.8          The
Company defaults
in the
payment (regardless
of amount)
when
due of
the principal of,
interest on,
or any
other liability
on account
of, any
indebtedness of
the Company(other
than the
Note) having an
unpaid principal amount in
excess of
$50,000, or
a default occurs
in the
performance or observance
by the Company
of any covenant or
condition (other
than for
the payment
of money)
contained in
any note
(other than
this Note)
or agreement evidencing
or pertaining to
any such indebtedness, which
causes the
maturity of
such indebtedness to
be accelerated
or permits
the holder or holders
of such indebtedness
to declare the
same to be
due prior to
the stated maturity
thereof, or


 


                    4.9          The
company sells all
or substantially all
of its assets
or merges or
is consolidated with
another corporation
in which
the Company
is not
the surviving
corporation;


 


then, and
in any such
event, the Holder
of this
Note may
by written
notice to
the Company
declare the
entire unpaid
principal amount
of this
Note outstanding
together with accrued
interest thereon
due and payable,
and the same
shall, unless such
default be cured
within twenty (20)
days after such
notice, forthwith become due
and payable upon
the expiration of
such twenty (20)
day period, without
presentment, demand,
protest, or
other notice
of any kind,
all of
which are expressly
waived.


 


         5.        Suits
for Enforcement and
Remedies. If any one
or more Events
of Default shall
occur, the Holder may proceed
to (i) protect
and enforce Holder’s rights
either by suit
in equity or
by action at
law, or both, whether
for the
specific performance
of any
covenant,
condition or
agreement contained
in this
Note or in any
agreement or document
referred to herein
or in aid
of the exercise
of any power
granted in this Note
or in any
agreement or document
referred to herein,
(ii) enforce the
payment of this Note,
or (iii) enforce
any other legal
or equitable right
of the Holder.
No right or
remedy herein or
in any
other agreement
or instrument
conferred upon
the Holder
of this
Note is
intended to
be exclusive of any
other right or
remedy, and each
and every such
right or remedy
shall be cumulative
and shall be in
addition to
every other right
and remedy
given hereunder
or now or
hereafter existing
at law
or in
equity or
by statute
or otherwise.


 


         6.        Restriction
on Transfer. This Note
has been acquired
for investment and
has not been registered
under the securities
laws of the
United States of
America or
any state
thereof Accordingly,
neither this Note nor
any interest therein
may be offered
for sale, sold or
transferred in the
absence of registration and
qualification of this
Note under applicable
federal and state
securities laws or
an opinion of
counsel of
the Holder
reasonably satisfactory to
the Company
that such
registration and qualification are
not required.


 


         7.        Prepayment.
The principal of this
Note may not
be prepaid.


 


         8.        Miscellaneous.


 


                    8.1          If,
following the occurrence
of an Event of Default,
the Holder of this
Note shall seek to
enforce the collection of
any amount of
principal and/or
accrued interest
on this
Note, there shall
be immediately due and
payable by the
Company, in addition
to the then
unpaid principal of,
and accrued unpaid interest
on, this Note,
all costs and
expenses incurred by
the Holder of
this Note in
connection therewith, including,
without limitation,
reasonable attorneys’
fees and
disbursements.


 




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                    8.2          No
forbearance, indulgence, delay
or failure to
exercise any right
or remedy with respect
to this Note
shall operate as
a waiver or
as an acquiescence in
any Default, nor
shall any single
or partial exercise of
any right or remedy preclude any
other or further exercise
thereof or the exercise
of any other right or remedy.


 


                    8.3          This
Note may not
be modified or
discharged (other than
by payment), except
by a writing duly
executed by the Company
and Holder.


 


                    8.4          The
headings of various
sections and subsections
of this Note
are for convenience
of reference only and
shall in no way
modify any of the
terms or provisions of this
Note.


 


                    8.5          All
notices required to
be given to
any of the
parties hereunder shall
be in writing and
shall be deemed to
have been sufficiently given
for all purposes
when presented personally
to such party,
sent by
telecopier (with
the original
timely mailed),
or sent
by registered, certified
or express
mail, return receipt
requested, to
such party at
its address
set forth below:


	 	 	 
	 	If to the Company to:
	 	 	 
	 	True2Bid, Inc.
	 	 	 
	 	 	 
	 	FAX No.: (______) ______-______
	 	Attn:__________, Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	FAX No.: (______) ______-______
	 	Attn:


 


or hereafter
given to the
other party hereto
pursuant to the
provisions of this Note.


 


                    8.6          This
Note insures
to the
benefit of
Payee, its
successors and
its assignee
of this
Note and binds the
Company, and its
successors and assigns,
and the
terms “Payee” and
the “Company” whenever
occurring herein
shall be
deemed and
construed to
include such
respective successors and
assigns.


 




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                    8.7          THE
COMPANY AND THE
HOLDER EACH (I)
AGREE THAT ANY
SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR
RELATING TO THIS
NOTE SHALL BE INSTITUTED EXCLUSIVELY IN
THE APPROPRIATE STATE COURT,
COUNTY OF LOS ANGELES
OR IN THE UNITED
STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT OF
CALIFORNIA, (II) WAIVE
ANY OBJECTION WHICH
THE COMPANY MAY HAVE
NOW OR HEREAFTER BASED
UPON FORUM NON
CONVENIENS OR TO
THE VENUE OF ANY SUCH
SUIT, ACTION OR
PROCEEDING, AND (III) IRREVOCABLY
CONSENT TO THE JURISDICTION
OF THE STATE COURT, COUNTY
OF LOS ANGELES
AND THE UNITED STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT
OF CALIFORNIA IN
ANY SUCH SUIT, ACTION
OR PROCEEDING. THE COMPANY AND
THE HOLDER EACH
FURTHER AGREE TO ACCEPT AND ACKNOWLEDGE SERVICE OF ANY AND ALL
PROCESS WHICH MAY BE
SERVED IN ANY
SUCH SUIT, ACTION
OR PROCEEDING IN
THE STATE COURT,
COUNTY OF BROWARD
OR IN THE
UNITED STATES DISTRICT
COURT FOR THE
SOUTHERN DISTRICT OF
FLORIDA AND AGREES
THAT SERVICE OF
PROCESS UPON
THE COMPANY
OR THE
HOLDER, MAILED BY
CERTIFIED MAIL
TO THEIR RESPECTIVE ADDRESSES,
SUCH SERVICE TO
BECOME EFFECTIVE THREE
BUSINESS DAYS AFTER
SUCH MAILING,
WILL BE
DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON
THE COMPANY OR
THE HOLDER, AS
THE CASE
MAY BE,
IN ANY
SUIT, ACTION
OR PROCEEDING.
FURTHER, BOTH THE
COMPANY AND THE
HOLDER HEREBY WAIVE
TRIAL BY JURY
IN ANY ACTION TO
ENFORCE THIS NOTE
AND IN CONNECTION
WITH
ANY DEFENSE, COUNTERCLAIM
OR CROSS
CLAIM ASSERTED
IN ANY
SUCH ACTION.


 


                    8.8          This Note
is exchangeable, without
expense, upon the
surrender hereof by
the Holder at the
principal executive office
of the Company,
for two
or more
new Notes
of like
tenor and
date (except for
the principal amounts
thereof) representing in
the aggregate the
same principal amount
as this Note, in
such denominations
as shall be
designated by
the Holder
thereof at
the time of
such surrender, provided that
such new Notes
shall be issuable
in minimum denominations
of $100,000 and integral
multiples thereof.


 


                    8.9          This
Note shall
be construed
in accordance
with and
governed by
the laws
of the
State of __________ without
regard to principles
of conflicts
of law, and
cannot be changed,
discharged or
terminated orally
but only
by an
instrument in
writing signed
by the
party against whom
enforcement of
any change,
discharge or
termination is
sought.


 


                    8.10          No
forbearance, indulgence,
delay or
failure to
exercise any
right or
remedy with respect
to this
Note
shall operate
as a
waiver or
as an
acquiescence in
any Event
of Default, nor
shall any
single or
partial exercise
of any
right or
remedy preclude
any other
or further
exercise thereof or
the exercise of
any other
right or
remedy.


 


                    8.11          If
the Company or
True2Beauty, Inc. completes an
equity or equity
linked financing (the “New
Financing”) the Holder may
exchange its outstanding Note
at 100% of
Face Value for
the securities issued in
the New Financing. The
Convertible Note conversion price
and the accumulated interest payment rate
shall all be subject to these provisions.


	 	 	 	 
	 	PAYOR:	 
	 	TRUE2BID, INC. 	 
	 	 	 
	 	By:	 	 
	 	 	___________, Chief Executive Officer	 
	 	 	 	 
	 	TRUE2BEAUTY, INC. 	 
	 	 	 
	 	By:	 	 
	 	 	___________, Chief Executive Officer	 


 


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