Exhibit 10.2


 


THIS
UNSECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS UNSECURED CONVERTIBLE PROMISSORY
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR
“BLUE SKY LAWS,” AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF (COLLECTIVELY, A “TRANSFER”) UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND
SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY
BE MADE WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER EXECUTES AN AGREEMENT WITH THE COMPANY
(IN A FORM REASONABLY SATISFACTORY TO THE COMPANY) OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER.


 


AMESITE
INC.


UNSECURED
convertible PROMISSORY NOTE


 


	$______________	As
of ________, 2020 (the “Issuance Date”)



 


FOR
VALUE RECEIVED, Amesite Inc., a Delaware corporation (“Borrower” or the “Company”)
promises to pay to _________________________ (“Lender”), or its registered assigns, in lawful money
of the United States of America the principal sum of ____________ dollars ($______________.00), or such lesser amount as shall
equal the outstanding principal amount (the “Principal Amount”) of this Unsecured Convertible Promissory
Note, which is one of a duly authorized series of notes of the Company of like tenor and effect (except the variations necessary
to express the name of payee, the date, and the principal amount of each Note), each dated on or after ___________, 2020 (each
a “Note” and collectively the “Notes”). Borrower also promises to pay to Lender,
or its registered assigns, in lawful money of the United States of America interest accrued on the unpaid Principal Amount in
accordance with Section 2. Unless previously converted into Conversion Securities in accordance with the terms of Section
6, all Note Obligations (as defined below) shall be due and payable on the earlier of (i) the Maturity Date (as defined below)
of this Note; or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared
due and payable by Lender or made automatically due and payable in accordance with the terms hereof. Borrower and Lender may be
individually referred to herein as a “Party” or collectively as the “Parties”.
On the date hereof, in exchange for the issuance of this Note, the Purchaser shall pay to
the Company the Principal Amount in cash via wire transfer in accordance with the wire instructions attached hereto as Exhibit
A.


 


		1.	Definitions.



 


		(a)	Preamble
                                         and Recitals: The terms defined above are incorporated herein.



 


		(b)	Other
                                         Defined Terms: For purposes of this Note, the following terms shall have the following
                                         meanings (with terms defined in the singular having comparable meanings when used in
                                         the plural and vice versa):



 






     


     


    

 


		i)	“Business
                                         Day” means any day other than Saturday, Sunday or a day on which banking
                                         institutions in the City of New York are permitted or obligated by applicable law to
                                         remain closed.



 


		ii)	“Change
                                         of Control” means any of the following: (i) the sale or disposition of
                                         all or substantially all of the assets of Borrower to a third party; (ii) the acquisition
                                         by a third party of more than fifty percent (50%) of Borrower’s outstanding voting
                                         capital stock; or (iii) the merger or consolidation of Borrower with or into another
                                         entity unless the holders of Borrower’s voting capital stock immediately prior
                                         to such merger or consolidation hold at least fifty percent (50%) of the ownership of
                                         voting capital stock of the acquiring third party or the surviving entity in such merger
                                         or consolidation, as the case may be, immediately after the merger or consolidation.
                                         Notwithstanding the foregoing, (x) a Change of Control shall not be deemed to occur on
                                         account of a Qualified Equity Financing; and (y) any transaction or series of transactions
                                         principally for bona fide equity financing purposes shall not be deemed to be a Change
                                         of Control of Borrower. Notwithstanding the foregoing, a Change of Control shall not
                                         be deemed to occur upon the merger of the Company with and into any of its wholly-owned
                                         subsidiaries.



 


		iii)	“Closing
                                         Date” shall have the meaning set forth in Section 6(a).



 


		iv)	“Common
                                         Stock” means the Company’s common stock, par value $0.0001 per share.



 


		v)	“Conversion”
                                         shall have the meaning set forth in Section 6(b).



 


		vi)	“Conversion
                                         Price” shall mean the lesser of (i) $2.00 per share, or (ii) 75% of the
                                         price paid per share (a) for Subsequent Round Securities by the cash investors in the
                                         Qualified Equity Financing (the “Discount Price”), or (b) set
                                         forth in the definitive agreement(s) approved by the Company and the Company’s
                                         stockholders in connection with such Change of Control; provided, however, in
                                         the event Subsequent Round Securities are sold at different prices, the Discount Price
                                         shall equal 75% of the weighted average sale price determined by dividing (x) the gross
                                         proceeds raised in the Qualified Equity Financing on or prior to the date that the Note
                                         Obligations are converted into Conversion Securities in accordance with the terms of
                                         Section 6; by (y) the total number of Subsequent Round Securities sold to raise
                                         such gross proceeds.



 


		vii)	“Conversion
                                         Securities” shall mean the same securities issued in connection with either
                                         a Qualified Equity Financing or a Change of Control; provided, that in the event such
                                         securities are shares of preferred stock, the Conversion Securities shares shall:



 


		(1)	have
                                         a per share liquidation preference amount equal to the Conversion Price;



 


		(2)	rank
                                         pari passu with and have the same or substantially similar rights, preferences,
                                         privileges and restrictions as the Subsequent Round Securities;



 


		(3)	vote
                                         as a class on all matters together with the Subsequent Round Securities; and



 






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		(4)	be
                                         convertible initially into shares of Common Stock at a 1:1 ratio (subject to any anti-dilution
                                         adjustments provided for the holders of the Subsequent Round Securities).



 


		viii)	“Event
                                         of Default” shall have the meaning set forth in Section 4.



 


		ix)	“Fractional
                                         Payment Amount” shall have the meaning set forth in Section 6(e).



 


		x)	RESERVED.
                                         



 


		xi)	“Maturity
                                         Date” means the date that is the one year anniversary of the Issuance Date.



 


		xii)	“Maximum
                                         Rate” shall have the meaning set forth in Section 2.



 


		xiii)	RESERVED.



 


		xiv)	“Note
                                         Obligations” means, as of the date of measurement, the Company’s
                                         obligation to pay the aggregate sum of (i) the outstanding unpaid Principal Amount of
                                         this Note; (ii) all accrued and unpaid interest thereon; and (iii) any other amounts
                                         payable hereunder with respect to this Note.



 


		xv)	“Qualified
                                         Equity Financing” means the offer and sale for cash by Borrower of any
                                         of its equity securities with the principal purpose of raising capital and that results
                                         in aggregate gross proceeds to Borrower of at least $1,000,000 (excluding any portion
                                         of the Principal Amount of any of the Notes that shall be converted into Borrower equity
                                         securities pursuant to Section 6 of this Note, or any other convertible debt issued
                                         by the Company that are exchanged for equity securities of the Company in such financing).



 


		xvi)	“Requisite
                                         Holders” means the holders of a majority of the outstanding aggregate principal
                                         amount under the Notes.



 


		xvii)	“Securities”
                                         shall have the meaning set forth in Section 7(c).



 


		xviii)	“Securities
                                         Act” means the Securities Act of 1933, as amended.



 


		xix)	“Subsequent
                                         Round Securities” means the equity securities sold in the Qualified Equity
                                         Financing.



 


		2.	Interest.
                                         Interest on the outstanding portion of the Principal Amount shall accrue at a rate equal
                                         to the lesser of eight percent (8%) per annum and the maximum non-usurious interest rate
                                         permitted by applicable law (the “Maximum Rate”). Any overdue
                                         unpaid Principal Amount shall bear interest, before and after judgment, for each day
                                         that such amounts are overdue at a rate equal to the lesser of fifteen percent (15%)
                                         per annum and the Maximum Rate. All computations of interest shall be made on the basis
                                         of a 360-day year and 30-day month for the actual number of days occurring in the period
                                         for which such interest is payable.



 


		3.	Prepayment.
                                         Subject to Section 11(d), the Principal Amount shall not be prepaid in whole or
                                         in part without the prior written consent of the Requisite Holders.



 






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		4.	Events
                                         of Default. The occurrence of any of the following shall constitute an “Event
                                         of Default” under this Note:



 


		(a)	Failure
                                         to Pay. Borrower shall fail to pay when due any principal or interest payment on
                                         the due date hereunder or any other amount payable hereunder when due, whether at maturity
                                         or otherwise, provided that the Company fails to pay such amounts within 30 days of receiving
                                         written notice from the Lender that such amounts are due and unpaid; or



 


		(b)	Voluntary
                                         Bankruptcy or Insolvency Proceedings. Borrower shall (i) apply for or consent to
                                         the appointment of a receiver, trustee, liquidator or custodian of itself or of all or
                                         a substantial part of its property; (ii) admit in writing its inability, to pay its debts
                                         generally as they mature; (iii) make a general assignment for the benefit of its or any
                                         of its creditors; (iv) be dissolved or liquidated; (v) commence a voluntary case or other
                                         proceeding seeking liquidation, reorganization or other relief with respect to itself
                                         or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
                                         effect or consent to any such relief or to the appointment of or taking possession of
                                         its property by any official in an involuntary case or other proceeding commenced against
                                         it



 


		(c)	Involuntary
                                         Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver,
                                         trustee, liquidator or custodian of Borrower or of all or a substantial part of the property
                                         thereof, or an involuntary case or other proceedings seeking liquidation, reorganization
                                         or other relief with respect to Borrower or the debts thereof under any bankruptcy, insolvency
                                         or other similar law now or hereafter in effect shall be commenced and an order for relief
                                         entered or such proceeding shall not be dismissed or discharged within 30 days of commencement;
                                         or



 


		(d)	Other
                                         Defaults. Borrower shall fail to pay any obligation in excess of $100,000, either
                                         individually or in the aggregate, when the same becomes due and payable and such failure
                                         shall continue after the applicable grace period, if any, specified in the agreement
                                         or instrument giving rise to such obligation or obligations; or



 


		(e)	Agreements.
                                         Borrower shall fail to perform or observe in all material respects any of its covenants
                                         or agreements in this Note and such failure shall continue for ten (10) days after Borrower
                                         obtaining knowledge of such failure or receipt by Borrower from Lender of a written notice
                                         of such failure.



 


		5.	Rights
                                         of Lender upon Default. Upon the occurrence or existence of any Event of Default
                                         (other than an Event of Default described in Sections 4(b) or 4(c)) and
                                         at any time thereafter during the continuance of such Event of Default, the outstanding
                                         Note Obligations payable by Borrower hereunder shall become immediately due and payable
                                         upon election of the Requisite Holders without presentment, demand, protest or any other
                                         notice of any kind, all of which are hereby expressly waived. Upon the occurrence or
                                         existence of any Event of Default described in Sections 4(b) and 4(c),
                                         immediately and without notice, all outstanding Note Obligations payable by Borrower
                                         hereunder shall automatically become immediately due and payable, without presentment,
                                         demand, protest or any other notice of any kind, all of which are hereby expressly waived.
                                         In addition to the foregoing remedies, upon the occurrence or existence of any Event
                                         of Default, Lender may exercise any other right power or remedy granted to it by this
                                         Note or otherwise permitted to it by law, either by suit in equity or by action at law,
                                         or both.



 






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		6.	Automatic
                                         Conversion.



 


		(a)	Automatic
                                         Conversion Upon a Qualified Equity Financing. Subject to the terms and conditions
                                         of this Section 6, upon the closing of a Qualified Equity Financing (the date
                                         of such closing, the “Closing Date”), an amount equal to the
                                         Note Obligations outstanding on the Closing Date shall automatically convert simultaneously
                                         with the closing of the Qualified Equity Financing into a number of Conversion Securities
                                         equal to the quotient obtained by dividing (a) an amount equal to the Note Obligations
                                         outstanding on the Closing Date by (b) the Conversion Price (an “Equity
                                         Financing Conversion”), and the Lender shall be entitled to the benefit
                                         of such other terms and conditions that may be granted to any investor in such Qualified
                                         Equity Financing.



 


		(b)	Automatic
                                         Conversion Upon a Change of Control. In the event that prior to a Qualified Equity
                                         Financing and prior to the Maturity Date, there is a Change of Control, an amount equal
                                         to the Note Obligations outstanding on the Closing Date shall automatically convert simultaneously
                                         with the Change in Control into a number of Conversion Securities equal to the quotient
                                         obtained by dividing (a) an amount equal to the Note Obligations outstanding on
                                         the date that the Change in Control occurs by (b) the Conversion Price (a “Change
                                         in Control Conversion”; and together with an Equity Financing Conversion,
                                         a “Conversion”). The Company shall provide each Note holder
                                         with at least five (5) days prior written notice of the anticipated closing of a Change
                                         of Control.



 


		(c)	Surrender
                                         of Note. Promptly after any Conversion, but in no event more than five (5) Business
                                         Days thereafter, Lender shall deliver the original of this Note (or a notice to the effect
                                         that the original Note has been lost, stolen or destroyed and an agreement acceptable
                                         to Borrower whereby the holder agrees to indemnify Borrower from any loss incurred by
                                         it in connection with this Note); provided, however, that upon Borrower’s
                                         issuance of all amounts and/or Conversion Securities required under Section 6(a),
                                         Section 6(b), and Section 6(e), as applicable, this Note shall be deemed
                                         converted and of no further force and effect, whether or not it is delivered for cancellation
                                         as set forth in this Section 6(c).



 


		(d)	Reservation
                                         of Equity Securities. Borrower covenants that all Conversion Securities that shall
                                         be so issued shall be duly authorized, validly issued, fully paid, and non-assessable
                                         by Borrower, not subject to any preemptive rights, and free from any taxes, liens, and
                                         charges with respect to the issue thereof. Borrower shall take all such action as may
                                         be necessary to ensure that all such Conversion Securities may be so issued without violation
                                         of any applicable law or regulation.



 


		(e)	Fractional
                                         Securities. No fractional Conversion Securities shall be issued upon conversion of
                                         this Note. In lieu of Borrower issuing any fractional Conversion Securities to Lender
                                         upon the conversion of this Note, Borrower shall pay to Lender an amount equal to the
                                         product obtained by multiplying the Conversion Price or Merger Conversion Price, as applicable,
                                         by the fraction of a Conversion Security not issued pursuant to the previous sentence
                                         (the “Fractional Payment Amount”).



 






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		7.	Representations
                                         and Warranties of Lender. Lender represents and warrants to Borrower upon the acquisition
                                         of the Note as follows:



 


		(a)	Binding
                                         Obligation. This Note has been duly executed and delivered by Lender and is a valid
                                         and binding obligation of Lender, enforceable against Lender in accordance with its terms,
                                         except as limited by bankruptcy, insolvency or other laws of general application relating
                                         to or affecting the enforcement of creditors’ rights generally and general principles
                                         of equity.



 


		(b)	Experience.
                                         Lender is an “accredited investor” as that term is defined in Rule 501 under
                                         the Securities Act. Lender has substantial experience in evaluating and investing in
                                         private placement transactions of securities in companies similar to Borrower so that
                                         Lender is capable of evaluating the merits and risks of its investment in Borrower and
                                         has the capacity to protect Lender’s own interests.



 


		(c)	Investment.
                                         Lender is acquiring the Note and, as applicable, the Conversion Securities issuable upon
                                         conversion of the Note (collectively, the “Securities”), not
                                         as a nominee or agent, and not with the view to, or for resale in connection with, any
                                         distribution thereof. Lender understands that the Note has not been, and that neither
                                         the Note nor the Conversion Securities will be, registered under the Securities Act by
                                         reason of a specific exemption from the registration provisions of the Securities Act,
                                         the availability of which depends upon, among other things, the bona fide nature of the
                                         investment intent and the accuracy of such Lender’s representations as expressed
                                         herein and in response to Borrower’s inquiries, if any.



 


		(d)	Rule
                                         144. Lender acknowledges that the Securities must be held indefinitely unless subsequently
                                         registered under the Securities Act or unless an exemption from such registration is
                                         available. Lender is aware of the provisions of Rule 144 promulgated under the Securities
                                         Act, which permit limited resale of securities purchased in a private placement subject
                                         to the satisfaction of certain conditions, including, among other things, the existence
                                         of a public market for the securities, the availability of certain current public information
                                         about Borrower, the resale occurring not less than one year after a party has purchased
                                         and paid for the security to be sold, the sales being effected through a “broker’s
                                         transaction” or in transactions directly with a “market maker” and
                                         the number of securities being sold during any three-month period not exceeding specified
                                         limitations.



 


		(e)	No
                                         Public Market. Lender understands that no public market now exists for any of the
                                         securities issued by Borrower and that Borrower has made no assurances that a public
                                         market will ever exist for Borrower’s securities.



 


		(f)	Access
                                         to Data. Lender acknowledges that Lender has received all the information Lender
                                         considers necessary or appropriate for deciding whether to acquire the Securities. Lender
                                         further represents that Lender has had an opportunity to ask questions and receive answers
                                         from the Company regarding the terms and conditions of the offering of the Securities.



 






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		(g)	Brokers
                                         or Finders. Laidlaw & Company (UK) Ltd., a U.S.-registered broker-dealer (“Laidlaw”),
                                         will be paid by the Company a referral fee of ten percent (10%) of the aggregate gross
                                         Principal Amount of the Notes introduced by them. The Company will also pay certain expenses
                                         of Laidlaw in connection with the Notes, not to exceed two percent (2%), of the gross
                                         Principal Amount paid to the Company by Lenders. Laidlaw, and certain of its officers
                                         and affiliated persons, are also shareholders of Amesite and therefore may have potential
                                         conflicts of interest with Lenders.



 


		(h)	Tax
                                         Advisors. Lender acknowledges that it has had the opportunity to review with Lender’s
                                         own tax advisors the federal, state, local and foreign tax consequences of this investment
                                         and the transactions contemplated by this Note.



 


		8.	Representations
                                         and Warranties of Borrower. Borrower represents and warrants to Lender that Borrower
                                         has full legal capacity, power and authority to execute and deliver this Note and to
                                         perform its obligations hereunder. This Note has been duly executed and delivered by
                                         Borrower and is a valid and binding obligation of Borrower, enforceable against it in
                                         accordance with its terms, except as limited by bankruptcy, insolvency or other laws
                                         of general application relating to or affecting the enforcement of creditors’ rights
                                         generally and general principles of equity. The execution and delivery by Borrower of
                                         this Note and the performance of its obligations hereunder will not violate, conflict
                                         with, result in a breach of, or constitute a default under the organizational documents
                                         of Borrower or any of its subsidiaries.



 


		9.	Assignment.
                                         Neither this Note nor any of the rights, interests or obligations hereunder may be assigned
                                         by either Party, whether by operation of law or otherwise, without the other Party’s
                                         prior written consent, and any purported attempt by a Party to assign this Note or any
                                         of the rights, interests or obligations hereunder in violation of this Section 9
                                         shall be null and void.



 


		10.	No
                                         Collateral. This Note is unsecured.



 


		11.	Miscellaneous.



 


		(a)	Notices.
                                         Any notice, request, instruction, or other communication to be given to any other Party
                                         shall be in writing. Any notice, request, instruction, or other document hereunder shall
                                         be deemed duly given if addressed to the intended recipient at the address provided from
                                         time to time.



 


		(b)	Survival.
                                         The representations, warranties, covenants and agreements made herein shall survive the
                                         execution and delivery of this Note.



 


		(c)	Severability.
                                         If any provision of this Note shall be judicially determined to be invalid, illegal or
                                         unenforceable, the validity, legality and enforceability of the remaining provisions
                                         shall not in any way be affected or impaired thereby.



 


		(d)	Usury.
                                         In the event any interest is paid on this Note which is deemed to be in excess of the
                                         then Maximum Rate, then that portion of the interest payment representing an amount in
                                         excess of the then Maximum Rate shall be deemed a payment of principal and, notwithstanding
                                         Section 3, be applied against the principal of this Note.



 






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		(e)	Waivers.
                                         Borrower hereby waives notice of default, presentment or demand for payment, protest
                                         or notice of nonpayment or dishonor and all other notices or demands relative to this
                                         instrument.



 


		(f)	Costs.
                                         Each of the Parties hereto shall pay its own fees and expenses (including the fees of
                                         any attorneys, accountants or others engaged by such Party) in connection with this Note
                                         and the transactions contemplated hereby whether or not the transactions contemplated
                                         hereby are consummated.



 


		(g)	No
                                         Drafting Presumption. The language used in this Note shall be deemed to be the language
                                         chosen by the Parties to express their mutual intent, and no rule of strict construction
                                         shall be applied against any Party.



 


		(h)	Reservation
                                         of Rights. No failure on the part of Lender to exercise, and no delay in exercising,
                                         any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor
                                         shall any single or partial exercise thereof by Lender preclude any other or further
                                         exercise thereof or the exercise of any other right, power, privilege or remedy of Lender.



 


		(i)	CHOICE
                                         OF LAW. THIS NOTE AND ALL ACTIONS, CAUSES OF ACTION OR CLAIMS OF ANY KIND (WHETHER
                                         AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT
                                         OF OR RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS NOTE
                                         SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
                                         INCLUDING WITHOUT LIMITATION NEW YORK LAWS RELATING TO APPLICABLE STATUTES OF LIMITATION
                                         AND BURDENS OF PROOF, AVAILABLE REMEDIES AND APPLICABLE EVIDENTIARY PRIVILEGES.



 


		(j)	WAIVER
                                         OF JURY TRIAL. THE PARTIES HERETO AGREE THAT ANY SUIT, ACTION, OR PROCEEDING, WHETHER
                                         CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY EITHER A PARTY HERETO OR ANY SUCCESSOR
                                         OR ASSIGN ON OR WITH RESPECT TO, ARISING IN CONNECTION WITH, OR RELATED TO THIS NOTE
                                         SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. THE PARTIES HERETO HEREBY EXPRESSLY
                                         WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. THE PARTIES
                                         HERETO ACKNOWLEDGE AND AGREE THAT THIS SECTION 11(j) IS A SPECIFIC AND MATERIAL ASPECT
                                         OF THIS NOTE.



 


		(k)	INTEGRATION.
                                         THIS NOTE REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
                                         EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
                                         ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



 


		(l)	Amendments
                                         and Waivers. Any term of this Note may be amended, modified (including, without limitation,
                                         any extension of the Maturity Date, to change the Conversion Price or to cause the Notes
                                         to be prepayable) or waived upon the written consent of the Company and the Requisite
                                         Holders; provided however, that, any such amendment or waiver must apply to all
                                         outstanding Notes. No such waiver or consent in any one instance shall be construed to
                                         be a continuing waiver or a waiver in any other instance unless it expressly so provides.
                                         The Company shall promptly notify all Note holders of any such change or amendment.



 


		(m)	Counterparts.
                                         This Note be manually or electronically executed in one or more counterparts (delivery
                                         of which may occur via facsimile or electronic transmission, including as an attachment
                                         to an electronic mail message in “pdf” or similar format), each of which
                                         shall be deemed an original, but all of which shall together constitute one and the same
                                         instrument.



 


[Signature
Page Follows.]


 









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IN
WITNESS WHEREOF, the undersigned have executed this Note as of the date first written above.


 


	 	AMESITE INC.
	 	 	 
	 	By:	 
	 	Name: 	Ann Marie Sastry, Ph.D.
	 	Title:	Chief Executive Officer




 


	ACCEPTED AND AGREED:	 
	Lender:	 	 
	 	 	 
	By:	    	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	Address:		 
	 	 	 
	 	 
	 	 	 
	 	 
	 	 	 
	Email:	 	 




 






     


     


    

 


EXHIBIT
A


Wire
Instructions 


 


 Bank:




 





 


	Account
                          Name:	Amesite
Inc.



205
East Washington Street


Suite
B


Ann
Arbor, MI 48104


 


Routing
Number: 


 


Account
Number: