Kranem Corporation: Exhibit 10.2 - Filed by newsfilecorp.com






CPN 

CONVERTIBLE PROMISSORY NOTE 


	$400,000.00 	June 30, 2011 
	  	Menlo Park, California 


For value received, Kranem Corporation., a California
corporation (the “Company”), promises to pay to Investco, a British
Virgin Island corporation (the “Holder”) the principal sum of Four
Hundred Thousand Dollars ($400,000.00) (the “Principal”). Interest shall
accrue from the date of this Convertible Promissory Note (hereinafter the
“Note”) on the unpaid Principal amount at a rate equal to five percent
(5%) simple interest per annum. The Holder and the Company are
hereinafter sometimes referred to collectively as the “Parties” and
individually as a “Party.” This Note is being issued as part of the asset
purchase agreement between the Parties (the “APA”) on the date hereof.


Initially capitalized words not defined herein shall have the
meaning as set forth in the APA. This Note is subject to the following terms and
conditions. 

          
1.          
Maturity.           
Unless repaid in whole early or converted pursuant to Section 2 below,
this Note will automatically mature and be due and payable on June 29, 2012 (the
“Maturity Date”). The Note can be prepaid at any time by the Company
without penalty. Interest shall accrue on this Note but shall not be due
and payable until the Maturity Date or the Closing Date, as defined in Section 2
below, whichever occurs first. The entire unpaid principal sum of this Note,
together with accrued and unpaid interest thereon, shall become immediately due
and payable upon:

	 	(a) 	The insolvency of the Company, 
	 	 	 
	 	(b) 	The commission of any act of bankruptcy by the Company, 
	 	 	 
	 	(c) 	The execution by the Company of a general assignment for the benefit
      of creditors, 
	 	 	 
	 	(d) 	The filing by or against the Company of a petition in bankruptcy or
      any petition for relief under the federal bankruptcy act or the
      continuation of such petition without dismissal for a period of ninety
      (90) days or more, or 
	 	 	 
	 	(e) 	The appointment of a receiver or trustee to take possession of the
      property or assets of the Company. 


            2.           
Conversion.

          
(a)           
Conversion by the Holder. At the Holder's option, the principal amount of
and accrued interest on this Note may be converted into shares (the
“Shares”) of the Company’s common stock (the “Common
Stock”) at the price per share, terms and conditions agreed to in the
Company’s next round of financing (the “Next Round”) at the price per
share, terms and conditions agreed to in the Next Round by the lead investor
therein at the closing of such Next Round (the “Closing Date”). The
Shares shall have the same rights, preferences and privileges of the Common
Stock in the Next Round. The Holder must convert (if at all) on the Closing
Date. The Shares to be issued to the Holder upon such conversion shall be equal
to the quotient obtained by dividing (i) the principal (plus accrued interest,
if any) by (ii) the price per share for the Next Round rounded to the nearest
whole share. This Note is not convertible until the Closing Date. 

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(b)           
Mechanics and Effect of
Conversion.           
No fractional shares of the Company’s capital stock will be issued upon
conversion of this Note. In lieu of any fractional share to which the Holder
would otherwise be entitled, the Company will pay to the Holder in cash the
amount of the unconverted principal and interest balance of this Note that would
otherwise be converted into such fractional share. Upon conversion of this Note
pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed,
at the principal offices of the Company or any transfer agent of the Company. At
its expense, the Company will issue to such Holder, a certificate for the Shares
to which such Holder is entitled upon such conversion under the terms of this
Note. Upon conversion of this Note, the Company will be forever released from
all of its obligations and liabilities under this Note with regard to that
portion of the principal amount and accrued interest being converted including
without limitation the obligation to pay such portion of the principal amount
and accrued interest.

          
3.           
Payment and
Proceeds.           
All payments shall be made in lawful money of the United States of America at
such place as the Holder hereof may from time to time designate in writing to
the Company. Payment shall be credited first to the accrued interest then due
and payable and the remainder applied to principal. Prepayment of this Note may
be made at any time without penalty.

          
4.           
Transfer; Successors and
Assigns.           
The terms and conditions of this Note shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise
transfer this Note without the prior written consent of the Company. Subject to
the preceding sentence, this Note may be transferred only upon surrender of the
original Note for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Holder.
Thereupon, a new note for the same principal amount and interest will be issued
to, and registered in the name of, the transferee. Interest and principal are
payable only to the registered holder of this Note. 

          
5.           
Governing Law;
Venue.           
This Note and all acts and transactions pursuant hereto and the rights and
obligations of the Parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law. The Parties acknowledge that any action brought
by either Party to interpret or enforce any provision of this Note shall be
brought in, and each Party agrees to and does hereby, submit to the jurisdiction
and venue of, the courts of Santa Clara county in the State of California. 

          
6.           
Notices.           
Any notice required by this Note shall be in writing. Such notice shall be
deemed sufficient upon delivery, when delivered personally or by a
nationally-recognized delivery service (such as Federal Express or UPS), or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, addressed to the Party to be notified at
such Party’s address as set forth below or as subsequently modified
by written notice. 

          
7.           
Amendments and
Waivers.           
Any term of this Note may be amended only with the written consent of the
Company and at least a majority in interest of the Holders. Any amendment or
waiver executed in accordance with this Section 7 shall be binding upon the
Company, the Holders and each transferee of the Notes. 

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8.           
Officers and Directors Not
Liable.           
In no event shall any officer or director of the Company be liable for any
amounts due or payable pursuant to this Note. 

          
9.           
Action to Collect on
Note.           
If action is instituted to collect on this Note, the Company shall pay all costs
and expenses, including attorney’s fees, incurred in connection with such
action. 

          10.           
Usury Savings
Clause.           
It is the intention of the Parties hereto to comply with applicable state and
federal usury laws from time to time in effect. Accordingly, notwithstanding any
provision to the contrary in this Note or any other documents related hereto, in
any event (including, but not limited to, prepayment or acceleration of the
maturity of any obligation) will this Note or any such other document require
the payment or permit the collection or receipt of interest in excess of the
highest lawful rate. If under any circumstance whatsoever, any provision of the
Note or of any other document pertaining hereto will provide for the payment,
collection r receipt of interest in excess of the highest lawful rate, then,
ipso facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if, from any such circumstances, the Holder will ever receive
anything of value as interest (or anything of value deemed interest by
applicable law) under this Note, or any other document pertaining hereto, an
amount that would exceed the highest lawful rate, such amount that would exceed
the highest lawful rate shall be applied to the reduction of the principal
amount owning under this Note or on account of any other indebtedness of the
Company to the Holder, and not to the payment of interest, or if such excess
interest exceeds the unpaid principal balance of the Note and such other
indebtedness, such excess shall be refunded to the Company. In determining
whether or not the interest paid or payable with respect to any indebtedness of
the Company to the Holder, under any specified contingency, exceeds the highest
lawful rate, the Company and the Holder will, to the maximum extent permitted by
applicable law, (i) characterize any non-principal payment as an expense, fee or
premium, rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, (iii) amortize, prorate, allocate and spread the total amount
of interest throughout the full term of such indebtedness (including any
extension or renewal) so that interest thereon does not exceed the maximum
amount permitted by applicable law, and/or (iv) allocate interest between
portions of such indebtedness, to the end that no such portion shall bear
interest at a rate greater than that permitted by applicable law.

          
11.           
Severability.           
If one or more provision of this Note is held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Note and the
balance of the Note shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms. 

          
12.           
Facsimile and
Counterparts.           
This Note may be signed by facsimile and executed in any number of counterparts,
each of which will be deemed to be an original and all of which together will
constitute a single agreement. 

          
13.            No
Rights or Liabilities As
Stockholder.           
This Note does not by itself entitle the Holder to any voting rights or other
rights as a stockholder of the Company. In the absence of conversion of this
Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a
stockholder of the Company for any purpose.

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	 	KRANEM CORPORATION 
	 	  	  	 
	 	Signature: 	/s/ Luigi Caramico 	 
	 	Name: 	Luigi Caramico 	 
	 	Title: 	Director 	 



	AGREED TO AND ACCEPTED: 	 
	 	 
	INVESTCO 	 
	  	 	 
	Signature:  	
    
      /s/ Ineeza Anacoura

    	 
	Name:        	Ineeza Anacoura on behalf of
    Glenside Limited
	Title:         
    	Director


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