Pladeo Corp. 8-K


Exhibit 10.6







 


NEITHER
THE ISSUANCE
AND SALE OF
THE SECURITIES
REPRESENTED BY THIS
CERTIFICATE NOR
THE SECURITIES
INTO WHICH THESE
SECURITIES ARE
CONVERTIBLE HAVE
BEEN REGISTERED
UNDER THE SECURITIES
ACT OF 1933,
AS AMENDED,
OR APPLICABLE
STATE SECURITIES
LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE
HOLDER), IN A
GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS SOLD PURSUANT
TO RULE
144 OR RULE
144A UNDER
SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH
A BONA FIDE
MARGIN ACCOUNT
OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.


 


 


	 	Principal Amount: $45,000.00	 	 	Issue Date: March , 2014 	 
	 	Purchase Price: $45,000.00	 	 	 	 






 


 


5%
CONVERTIBLE DEBENTURE


 


FOR
VALUE RECEIVED,
Pladeo Corp.,
a Nevada corporation (hereinafter
called the “Borrower”),
hereby promises to
pay to
the order of
______________, or
registered assigns
(the “Holder”) the
sum of $45,000.00
together with interest
as set
forth herein,
on March , 2017 (the “Maturity
Date”), and to pay interest
on the initial
principal balance hereof at
the rate of five percent (5%)
(the “Interest Rate”) per annum,
which interest will begin to
accrue on the Issue
Date and shall
be computed on
the basis
of a 365-day year
and the number of actual
days elapsed. Interest will be
payable on the Maturity Date
except as otherwise set
forth herein. The Borrower
may prepay
this Debenture in whole or in part
at any
time without penalty. Any
amount of principal
or interest on this Debenture
which is not paid when
due shall bear interest
at the rate
of eighteen percent
(18%) per annum
from the due date
thereof until the same is paid
(“Default Interest”).
All payments due hereunder (to the extent
not converted into common stock
of the Borrower (the “Common Stock”)
in accordance with the terms
hereof) shall be
made in lawful money of
the United States of
America. All payments shall
be made at such
address as
the Holder shall
hereafter give to the
Borrower by written
notice made
in accordance with the provisions of this Debenture.
Whenever any amount expressed
to be due by the terms of this Debenture
is due on any day which is not
a business day, the same shall instead
be due on the next succeeding
day which is a business day and, in the
case of any interest
payment date which
is not the date
on which this Debenture
is paid in full, the extension
of the due date
thereof shall not be taken
into account for purposes
of determining the amount
of interest due on such date.
As used in this Debenture,
the term “business day”
shall mean any day other than
a Saturday, Sunday or a day
on which commercial banks
in the city of New York, New
York are authorized or required by law
or executive order to remain closed.


 




    	



    	 



    

This
Debenture is
free from all
taxes, liens,
claims and
encumbrances with respect
to the issue
thereof and
shall not be
subject to
preemptive rights
or other similar
rights of shareholders
of the Borrower and
will not impose personal liability
upon the holder thereof.


 


The
following terms shall apply to
this Debenture:


 


ARTICLE
I. CONVERSION
RIGHTS


 


1.1             
Conversion Right.
The Holder
shall have
the right from
time to time,
and at
any time
while this Debenture
is outstanding, in
respect of
the remaining
outstanding principal
amount of this Debenture to convert
all or any
part of the outstanding
and unpaid principal amount
of this Debenture into
fully paid and
non- assessable
shares of Common
Stock, as
such Common Stock exists
on the Issue Date,
or any shares
of capital stock or other securities
of the Borrower into which such
Common Stock shall hereafter be changed
or reclassified at
the conversion price (the “Conversion Price”)
determined as provided herein
(a “Conversion”). The
number of shares
of Common Stock to be issued
upon each conversion of this
Debenture shall be determined
by dividing
the Conversion
Amount (as defined
below) by
the applicable
Conversion Price then
in effect on the
date specified
in the notice of conversion,
in the form attached
hereto as Exhibit A (the “Notice
of Conversion”), delivered to the
Borrower by the Holder in accordance
with Section 1.4 below; provided that
the Notice of Conversion is submitted by facsimile
or e-mail (or by
other means
resulting in,
or reasonably expected
to result
in, notice)
to the Borrower
before 6:00 p.m.,
New York,
New York
time on such
conversion date
(the “Conversion Date”).
The term “Conversion Amount”
means, with respect to any
conversion of this Debenture, the sum of (1) the principal amount of this
Debenture to be converted in such
conversion plus (2)
at the
Holder’s option, accrued
and unpaid
interest, if any,
on such
principal amount at the interest
rates provided in this Debenture
to the Conversion Date, plus (3)
at the Holder’s option,
Default Interest,
if any,
on the amounts
referred to
in the immediately preceding
clauses (1) and/or (2).


 


		1.2	Conversion
                                         Price.



 


(a)   
Conversion Price.
The conversion price
(the “Conversion Price”)
shall be
$1.00 per share, subject to adjustment
pursuant to this Section 1.2.


 


(b)  
Conversion  Price
 During  Major
 Announcements.Notwithstanding anything
contained in Section
1.2(a) to
the contrary,
in the event
the Borrower (i)
makes a public
announcement that
it intends
to consolidate
or merge
with any other
corporation (other
than a merger
in which the Borrower
is the surviving or continuing corporation
and its capital stock is unchanged)
or sell or transfer all
or substantially all of the assets
of the Borrower or (ii) any
person, group or entity (including
the Borrower) publicly announces
a tender offer to purchase 50%
or more of
the Borrower’s Common Stock
(or any other takeover
scheme) (the date of the announcement
referred to in clause (i) or
(ii) is hereinafter
referred to as
the “Announcement Date”), then the Conversion Price
shall, effective upon the Announcement
Date and continuing through the
Adjusted Conversion Price Termination
Date (as defined
below), be equal to the lower
of (x) the Conversion Price
which would have
been applicable for a Conversion
occurring on the Announcement
Date and
(y) the Conversion
Price that would
otherwise be
in effect. From




    	2



    	 



    

and
after the
Adjusted Conversion
Price Termination
Date, the
Conversion Price
shall be determined
as set
forth in
this Section
1.2(b). For purposes
hereof, “Adjusted Conversion
Price Termination
Date” shall
mean, with
respect to
any proposed transaction or
tender offer
(or takeover scheme) for which
a public announcement as contemplated
by this Section 1.2(b) has
been made, the date upon which
the Borrower (in the case of
clause (i) above) or the person,
group or entity (in the case of clause
(ii) above) consummates or publicly announces
the termination or abandonment
of the proposed transaction or tender
offer (or takeover scheme) which caused
this Section 1.2(b) to become
operative.


 


1.3             
Authorized Shares.
The Borrower
covenants that during
the period
the conversion
right exists,
the Borrower
will reserve
from its
authorized and
unissued Common
Stock a sufficient
number of shares,
free from
preemptive rights,
to provide
for the issuance
of Common Stock upon the full
conversion of this Debenture.
The Borrower is required
at all times to
have authorized
and reserved
two and
a half (2.5) times
the number of shares that
is actually issuable upon full
conversion of the Debenture (based
on the Conversion Price of the
Debenture in effect from time to time) (the “Reserved
Amount”). Notwithstanding the foregoing, in no event
shall the Reserved
Amount be lower
than the initial
Reserved Amount, regardless
of any prior conversions. The
Borrower represents that upon issuance,
such shares will be duly and
validly issued, fully paid and non-assessable.
In addition, if the Borrower shall
issue any securities
or make any change to its
capital structure which
would change the number of shares
of Common Stock into which the Debentures
shall be convertible at the then current
Conversion Price, the Borrower shall
at the same time make proper provision so that thereafter there
shall be a sufficient
number of shares
of Common Stock
authorized and
reserved, free
from preemptive rights, for conversion
of the outstanding Debenture.
The Borrower agrees that its issuance
of this Debenture shall
constitute full authority to
its officers
and agents
who are
charged with
the duty of executing stock certificates
to execute and issue the necessary certificates
for shares of Common Stock in accordance
with the terms and conditions
of this Debenture.


 


If,
at any
time the
Borrower does
not maintain the
Reserved Amount,
it will be
considered an
Event of Default under Section
2.2 of the Debenture.


 


		1.4	Method
                                         of Conversion.



 


(a)   
Mechanics of
Conversion. Subject
to Section
1.1, this
Debenture may
be converted
by the
Holder in whole
or in part
at any time,
by (A) submitting
to the Borrower
a Notice of Conversion
(by facsimile, e-mail or
other reasonable means of communication
dispatched on the  Conversion
Date  prior  to 6:00 p.m., New
 York, 
New  York
time)  and


(B)
subject to Section 1.4(b), surrendering
this Debenture at the
principal office of the Borrower.


 


(b)  
Surrender of
Debenture Upon
Conversion.
Notwithstanding anything
to the contrary
set forth
herein, upon conversion
of this Debenture
in accordance
with the terms
hereof, the
Holder shall
not be required
to physically surrender
this Debenture to
the Borrower unless
the entire unpaid
principal amount of this Debenture
is so converted. The Holder and
the Borrower shall
maintain records showing
the principal amount
so converted
and the dates
of such conversions or shall use
such other method, reasonably
satisfactory to the Holder
and the Borrower, so as
not to require physical surrender
of this Debenture upon
each such
conversion.




    	3



    	 



    

In
the event
of any
dispute or discrepancy,
such records
of the Borrower
shall, prima
facie, be
controlling and
determinative in the
absence of manifest
error. Notwithstanding the
foregoing, if
any portion of
this Debenture
is converted
as aforesaid,
the Holder
may not transfer
this Debenture unless the Holder
first physically surrenders this Debenture
to the Borrower, whereupon the
Borrower will forthwith issue and deliver
upon the order of the Holder a new Debenture
of like tenor,
registered as
the Holder (upon
payment by
the Holder of any
applicable transfer
taxes) may
request, representing
in the aggregate
the remaining
unpaid principal
amount of this Debenture. The Holder
and any assignee,
by acceptance
of this Debenture,
acknowledge and agree
that, by reason
of the provisions of this paragraph,
following conversion of a portion
of this Debenture, the
unpaid and unconverted
principal amount of
this Debenture represented
by this Debenture
may be
less than the amount stated
on the face hereof.


 


(c)   
Payment of
Taxes. The Borrower
shall not be
required to
pay any
tax which
may be
payable in
respect of
any transfer involved
in the issue
and delivery of
shares of
Common Stock or
other securities
or property on conversion
of this Debenture
in a name
other than that of the Holder (or in street name), and the Borrower
shall not be required to issue
or deliver any
such shares or other securities
or property unless and until the person
or persons (other
than the Holder
or the
custodian in whose street
name such shares
are to be
held for the Holder’s
account) requesting
the issuance
thereof shall
have paid
to the Borrower
the amount
of any such tax or
shall have established
to the satisfaction of the Borrower
that such tax has been
paid.


 


(d)  
Delivery of Common
Stock Upon Conversion.
Upon receipt
by the
Borrower from
the Holder of
a facsimile
transmission or e-mail
(or other reasonable
means of
communication) of a Notice of Conversion
meeting the requirements for conversion
as provided in this Section
1.4, the Borrower shall issue
and deliver or cause to be
issued and delivered to or upon
the order of the Holder certificates
for the Common Stock issuable upon such
conversion within three (3) business days
after such receipt (the “Deadline”) (and,
solely in the case of conversion
of the entire unpaid principal amount
hereof, surrender of
this Debenture) in accordance
with the terms hereof.


 


(e)   
Obligation of Borrower
to Deliver
Common Stock. Upon
receipt by
the Borrower
of a Notice
of Conversion,
the Holder
shall be
deemed to
be the holder of
record of
the Common Stock
issuable upon
such conversion,
the outstanding
principal amount
and the
amount of
accrued and
unpaid interest
on this Debenture
shall be
reduced to reflect
such conversion, and,
unless the Borrower defaults
on its obligations under this
Article I, all rights with respect
to the portion of this Debenture
being so converted shall
forthwith terminate except the
right to receive the
Common Stock or
other securities,
cash or
other assets, as
herein provided, on
such conversion.
If the Holder
shall have given
a Notice of Conversion
as provided
herein, the Borrower’s obligation
to issue and
deliver the certificates
for Common Stock
shall be absolute
and unconditional,
irrespective of the absence
of any action
by the Holder
to enforce the same,
any waiver
or consent with respect to any
provision thereof, the recovery of
any judgment
against any person or any action
to enforce the same, any failure
or delay in the enforcement of any other obligation
of the Borrower
to the holder of
record, or
any setoff,
counterclaim, recoupment,
limitation or termination,
or any breach or alleged
breach by the Holder
of any obligation to the Borrower,
and irrespective of any other
circumstance which might otherwise




    	4



    	 



    

limit
such obligation
of the Borrower
to the Holder
in connection
with such conversion.
The Conversion
Date specified
in the Notice
of Conversion
shall be
the Conversion
Date so
long as
the Notice of
Conversion is received
by the Borrower
before 6:00
p.m., New
York, New
York time, on such date.


 


(f)   
Delivery  of 
Common  Stock  by
 Electronic  Transfer.In
lieu of
delivering physical
certificates representing
the Common Stock
issuable upon conversion,
provided the Borrower
is participating in
the Depository Trust
Borrower (“DTC”)
Fast Automated Securities Transfer
(“FAST”) program, upon request
of the Holder and its compliance
with the provisions contained
in Section 1.1 and in this Section 1.4, the
Borrower shall use its best
efforts to cause its transfer
agent to electronically transmit the Common
Stock issuable upon conversion to the Holder
by crediting the account
of Holder’s Prime Broker
with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system.


 


1.5             
Concerning  the 
Shares.The shares
of Common Stock
issuable upon
conversion of
this Debenture
may not
be sold
or transferred
unless (i) such
shares are sold
pursuant to
an effective
registration statement
under the Securities
Act of
1933, as
amended (the
“Securities Act”)
or (ii) the Borrower or its transfer
agent shall have been furnished
with an opinion of
counsel (which
opinion shall
be in form,
substance and scope
customary for opinions of counsel
in comparable transactions)
to the effect that the shares
to be sold or transferred may be sold or
transferred pursuant to an exemption
from such registration
or (iii) such shares
are sold or transferred pursuant to Rule 144 under
the Act (or
a successor rule) (“Rule
144”) or (iv) such shares
are transferred
to an
“affiliate” (as
defined in Rule
144) of the
Holder who agrees
to sell or otherwise transfer
the shares only in accordance
with this Section 1.5 and who is an
accredited investor.
Until such
time as
the shares of
Common Stock issuable
upon conversion of
this Debenture have
been registered under
the Securities Act or otherwise
may be
sold pursuant to Rule
144 without any
restriction as
to the number
of securities as
of a particular
date that
can then be immediately sold, each
certificate for shares of Common
Stock issuable upon conversion of this
Debenture that has
not been so included in an
effective registration statement
or that has
not been
sold pursuant to
an effective
registration statement
or an
exemption that  permits
removal of the legend, shall bear a
legend substantially in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED
BY THIS
CERTIFICATE NOR
THE SECURITIES
INTO WHICH
THESE SECURITIES
ARE EXERCISABLE
HAVE BEEN
REGISTERED UNDER
THE SECURITIES
ACT OF
1933, AS
AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN
THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF
COUNSEL (WHICH
COUNSEL SHALL BE
SELECTED BY THE HOLDER),
IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION
IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144 OR RULE
144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE
SECURITIES.”









    	5



    	 



    




The
legend set
forth above shall
be removed
and the
Borrower shall
issue to the
Holder a
new certificate
therefore free
of any
transfer legend if
(i) the Borrower
or its transfer
agent shall
have received an
opinion of counsel, in form,
substance and scope
customary for opinions of counsel
in comparable transactions, to the effect
that a public sale or transfer of such
Common Stock may be made without registration
under the Securities Act, which
opinion shall be accepted by the Borrower
so that the sale or transfer
is effected or (ii) in the case of the
Common Stock
issuable upon
conversion of
this Debenture,
such security
is registered
for sale by
the Holder under
an effective registration
statement filed
under the Securities
Act or otherwise
may be sold pursuant to Rule
144 without any restriction as
to the number of
securities as of a particular
date that can then be immediately sold.


 


		1.6	Effect
                                         of
                                         Certain Events.



 


(a)   
Effect of
Merger, Consolidation,
Etc. At the
option of the
Holder, the sale,
conveyance or disposition
of all
or substantially all
of the assets
of the Borrower,
the effectuation
by the Borrower of a transaction
or series of related transactions in
which more than 50% of the voting power of the Borrower
is disposed of, or the consolidation, merger
or other business combination
of the Borrower with or into any other
Person (as defined below) or Persons
when the Borrower is not the survivor shall
be treated pursuant to Section
1.6(b) hereof. “Person”
shall mean any individual,
corporation, limited liability company,
partnership, association, trust or other
entity or organization.


 


(b)  
Adjustment Due to
Merger, Consolidation,
Etc.
If, at
any time
when this
Debenture is
issued and
outstanding and
prior to conversion
of all
of the Debenture,
there shall be any merger,
consolidation, exchange of shares,
recapitalization, reorganization, or other similar
event, as
a result
of which
shares of
Common Stock of
the Borrower
shall be changed into the same
or a different number of shares
of another class
or classes of stock or securities of the Borrower
or another entity, or in case
of any sale or conveyance of
all or substantially all of the
assets of
the Borrower
other than in connection
with a plan
of complete liquidation of
the Borrower, then the Holder
of this Debenture shall thereafter
have the right to receive upon conversion
of this Debenture, upon the basis and
upon the terms and conditions specified
herein and in
lieu of
the shares
of Common Stock
immediately theretofore issuable
upon conversion, such
stock, securities or assets which
the Holder would have been entitled
to receive in such transaction
had this Debenture been converted
in full immediately prior to such
transaction (without regard
to any limitations on conversion
set forth herein),
and in any such case appropriate provisions
shall be made with respect to the rights
and interests of the Holder of this
Debenture to the end that the provisions
hereof (including, without limitation,
provisions for adjustment of the Conversion
Price and of the number of shares
issuable upon conversion of the Debenture)
shall thereafter be applicable, as
nearly as may be practicable
in relation
to any securities
or assets thereafter
deliverable upon the conversion
hereof. The Borrower shall
not effect any transaction
described in this Section 1.6(b)
unless (a) it first gives, to the extent
practicable, thirty (30) days prior written
notice (but in any event at
least fifteen (15) days prior
written notice) of the record date
of the special meeting of shareholders to approve,
or if there is




    	6



    	 



    

no
such record
date, the consummation
of, such
merger, consolidation,
exchange of shares,
recapitalization, reorganization
or other similar
event or sale
of assets
(during which
time the Holder
shall be entitled
to convert
this Debenture)
and (b)
the resulting successor
or acquiring
entity (if not the Borrower) assumes
by written instrument the obligations
of this Section 1.6(b). The above
provisions shall similarly apply to successive
consolidations, mergers, sales, transfers
or share exchanges.


 


(c)   
Purchase Rights
If, at
any time when
this Debenture is
outstanding, the
Borrower issues
any convertible
securities or rights
to purchase
stock, warrants,
securities or other
property (the “Purchase Rights”) pro rata
to the record holders of
any class of Common Stock, then
the Holder of this Debenture
will be entitled to acquire,
upon the terms
applicable to such Purchase
Rights, the aggregate Purchase
Rights which such Holder
could have acquired if such
Holder had held
the number of shares of
Common Stock acquirable
upon complete conversion of this Debenture (without
regard to any limitations on conversion
contained herein) immediately before
the date on which a record is
taken for the grant, issuance
or sale of such
Purchase Rights or, if no such record
is taken, the date as of which
the record holders of Common
Stock are to be determined
for the grant, issue
or sale of such
Purchase Rights. Notwithstanding the
foregoing, the Holder
of this Debenture
shall not be entitled
to such Purchase Rights in connection
with issuances of (a) shares
of Common Stock or options to employees, officers, directors or consultants
of the Borrower
pursuant to any
stock or option plan or agreement
duly adopted for such purpose
by the Board of Directors
or a majority of the members
of a committee of non-employee directors established
for such purpose, (b)
securities issued upon the exercise,
exchange or conversion of this Debenture and/or other securities,
options, warrants, convertible securities
or other rights to acquire, exercisable
or exchangeable for or convertible
into, shares of
Common Stock, in each
case that are
issued and outstanding
on the Issue Date,
provided that such
securities have
not been amended
since the Issue
Date to increase the number of such securities
or to decrease the exercise, exchange
or conversion price of such securities,
(c) securities issued
pursuant to acquisitions of companies,
assets or intellectual property (or licensing
of assets or intellectual property)
or strategic transactions approved
by a majority of the disinterested directors of the Borrower, provided that
any such issuance
shall only be to a Person which is, itself or through its subsidiaries,
an operating company or a university
of other non-financial institution and
in which the Borrower
receives benefits in addition
to the investment of funds, (d) securities
issued or issuable in connection
with any other transaction that is not for
the primary purpose of financing the Borrower’s business,
but shall not include
a transaction in which
the Borrower is issuing
securities primarily for the purpose
of raising
capital or to an entity whose
primary business is investing in securities.


 


(d)  
Issuance  of 
Lower  Priced
 Securities.If,
at any
time while this
Debenture is
outstanding, the Borrower
or any
subsidiary, as
applicable, sells
or grants any
option to purchase
or sells or grants
any right to
reprice, or otherwise
disposes of or
issues (or announces
any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock equivalents entitling
any Person to acquire shares
of Common Stock at an effective
price per share that is
lower than the then Conversion
Price (such lower price,
the “Base Conversion Price”),
then the Conversion Price shall
be reduced to equal the lower of
the Base Conversion Price
or the Conversion Price as
set forth above.
Such adjustment shall
be made whenever such Common
Stock or Common Stock 
equivalents are issued (each
a “Dilutive




    	7



    	 



    

Issuance”).
If the
Borrower enters into
a variable
rate transaction,
the Borrower
shall be deemed
to have
issued Common
Stock or Common
Stock equivalents
at the
lowest possible
conversion price
at which such securities may be
converted or exercised. The Borrower
shall notify the Holder in writing,
no later than one (1) Business
Day following the issuance of any Common Stock or Common Stock
equivalents subject to this Section 1.6(d),
indicating therein the applicable
issuance price, or applicable reset
price, exchange price, conversion
price and other pricing
terms (such notice,
the “Dilutive
Issuance Notice”).
For the avoidance
of doubt, whether
or not the
Borrower provides
a Dilutive Issuance
Notice pursuant
to this Section
1.6(d), upon the occurrence
of any Dilutive Issuance,
the Holder will be entitled
to receive a number of
shares of Common Stock
based upon the Base Conversion
Price on or after the date
of such Dilutive Issuance, regardless
of whether the Holder accurately refers to the Base
Conversion Price in the Notice of
Conversion.


  


(e)   
Notice of Adjustments.
Upon the occurrence
of each
adjustment or readjustment
of the Conversion
Price as
a result
of the events
described in
this Section
1.6, the Borrower,
at its expense,
shall promptly
compute such
adjustment or
readjustment and
prepare and
furnish to the Holder a certificate
setting forth such adjustment
or readjustment and
showing in detail the facts upon
which such adjustment or readjustment
is based. The Borrower shall,
upon the written request at
any time of the Holder, furnish to such
Holder a like certificate setting forth
(i) such
adjustment or readjustment,
(ii) the Conversion
Price at
the time in
effect and
(iii) the number
of shares of
Common Stock and
the amount,
if any, of
other securities
or property which at the
time would be received upon conversion
of the Debenture.


 


1.7             
Status as
Shareholder.
Upon submission of
a Notice of
Conversion by
a Holder,
(i) the shares
covered thereby
shall be deemed
converted into
shares of
Common Stock and
(ii) the Holder’s
rights as
a Holder
of such
converted portion of
this Debenture shall
cease and terminate,
excepting only the
right to receive
certificates for
such shares
of Common
Stock and to any
remedies provided herein or otherwise
available at law or in equity
to such Holder because
of a failure by
the Borrower to comply with the
terms of this Debenture. Notwithstanding
the foregoing, if a Holder has not received
certificates for all shares
of Common Stock prior to the tenth
(10th) business day
after the expiration of the
Deadline with respect to a conversion
of any portion of this Debenture
for any reason, then (unless the Holder
otherwise elects to
retain its status
as a holder of Common Stock by
so notifying the Borrower) the
Holder shall regain the rights of a
Holder of this Debenture
with respect to such unconverted
portions of this Debenture and
the Borrower shall, as
soon as practicable, return such
unconverted Debenture to the Holder
or, if the Debenture has not been
surrendered, adjust its records
to reflect that such portion
of this Debenture has not been
converted.


  


ARTICLE
II. 
EVENTS OF DEFAULT


 


If
any of
the following events
of default
(each, an
“Event of Default”)
shall occur
if not cured within ten (10) business
days following Holder’s written
notice:




    	8



    	 



    

2.1             
 Failure to
Pay Principal
or Interest.
Any default in
the payment
of the principal
of, interest
on or other
charges in
respect of
this Debenture,
free of
any claim
of subordination, as
and when the same shall
become due and payable whether
upon the Maturity Date or by acceleration
or otherwise.


 


2.2             
Conversion  and
 the  Shares.The
Borrower fails
to issue shares
of Common Stock
to the Holder
(or announces
or threatens
in writing that
it will not
honor its
obligation to
do so) upon
exercise by
the Holder
of the conversion
rights of the
Holder in accordance
with the terms
of this Debenture, fails
to transfer or cause
its transfer agent
to transfer
(issue) (electronically
or in certificated
form) any certificate
for shares
of Common Stock issued
to the Holder
upon conversion of or otherwise
pursuant to this Debenture as
and when
required by this Debenture, the
Borrower directs its transfer
agent not to transfer or delays,
impairs, and/or hinders
its transfer agent in transferring
(or issuing) (electronically or in certificated
form) any certificate
for shares
of Common Stock
to be issued
to the Holder
upon conversion of or otherwise
pursuant to this Debenture as and
when required by this Debenture,
or fails to remove (or directs
its transfer agent not to remove
or impairs, delays, and/or
hinders its transfer agent
from removing) any restrictive legend
(or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares
of Common Stock issued to the Holder
upon conversion of or otherwise
pursuant to this Debenture as and
when required by this Debenture
(or makes any written announcement,
statement or threat that it does
not intend to honor the obligations
described in this paragraph) and
any such failure
shall continue uncured (or
any written announcement, statement
or threat not to honor its obligations
shall not be rescinded in writing)
for three (3) business days
after the Holder shall have
delivered a Notice of Conversion. It is an
obligation of the Borrower to remain current
in its obligations to its transfer agent.
It shall be an
event of default of
this Debenture, if
a conversion of this Debenture
is delayed, hindered or frustrated
due to a balance owed by the Borrower to its transfer
agent. If at the option of the Holder,
the Holder advances any
funds to the Borrower’s transfer
agent in order to process
a conversion, such advanced funds
shall be paid by
the Borrower to the Holder within
forty eight (48) hours of a
demand from the Holder.


 


2.3             
Breach of
Covenants. The Borrower
breaches any material
covenant or
other material
term or condition
contained in
this Debenture
and any
collateral documents
and such breach
continues for a period of ten (10)
days after written notice
thereof to the Borrower from
the Holder.


 


2.4             
Breach  of 
Representations  and 
Warranties.Any
representation or
warranty of
the Borrower made
herein or
in any agreement,
statement or
certificate given
in writing
pursuant hereto
or in
connection herewith,
shall be false
or misleading
in any material
respect when made and the breach
of which has
(or with the passage of time
will have) a material
adverse effect on the rights
of the Holder with respect to this Debenture.


 


2.5             
Bankruptcy, Receiver
or Trustee.
The Borrower
or any
subsidiary of
the Borrower
shall commence,
or there shall
be commenced
against the
Borrower or
any subsidiary
of the Borrower under
any applicable bankruptcy
or insolvency laws as now or hereafter
in effect or any successor thereto,
or the Borrower or any subsidiary
of the Borrower commences
any other proceeding under
any reorganization, arrangement,
adjustment of debt, relief
of debtors,




    	9



    	 



    

dissolution,
insolvency or
liquidation or similar
law of any
jurisdiction whether
now or
hereafter in
effect relating
to the Borrower
or any
subsidiary of the
Borrower or
there is
commenced against
the Borrower
or any subsidiary of the Borrower
any such
bankruptcy, insolvency or other
proceeding which remains undismissed
for a period of 61 days; or
the Borrower or any
subsidiary of the Borrower is adjudicated
insolvent or bankrupt; or any order
of relief or other order
approving any
such case or proceeding
is entered;
or the Borrower or any
subsidiary of the Borrower
suffers any appointment of any custodian,
private or court appointed receiver
or the like for it or any
substantial part of
its property which continues
undischarged or unstayed for a
period of
sixty one (61) days;
or the Borrower
or any subsidiary of the Borrower
makes a general
assignment for the benefit of creditors;
or the Borrower or any subsidiary of the
Borrower shall fail to pay,
or shall state
that it is unable to pay, or shall
be unable to pay,
its debts generally as they become
due; or the Borrower or any
subsidiary of the Borrower shall call a meeting
of its creditors
with a view to arranging a composition,
adjustment or restructuring of its debts; or the Borrower
or any subsidiary of the Borrower
shall by any act
or failure to act expressly indicate
its consent to, approval of or acquiescence
in any of the foregoing; or any
corporate or other action
is taken by the Borrower or any
subsidiary of the Borrower for the purpose
of effecting any of
the foregoing.


 


2.6             
Indebtedness Default.
The Borrower
or any
subsidiary of the
Borrower shall
default in
any of
its obligations
under any
other debenture or
any mortgage, credit
agreement or other facility, indenture agreement,
factoring agreement or
other instrument under which
there may
be issued, or
by which
there may be
secured or evidenced
any indebtedness for borrowed
money or money due under
any long term
leasing or factoring arrangement
of the Borrower or any
subsidiary of the Borrower in an
amount exceeding $25,000, whether
such indebtedness now exists
or shall hereafter be created
and such default
shall result in such indebtedness
becoming or being
declared due and
payable prior to the date
on which
it would otherwise become due and
payable.


 


2.7             
Liquidation.Any dissolution,
liquidation, or
winding up of
Borrower or
any substantial portion of
its business.


 


2.8             
Cessation of
Operations.Any cessation of
operations by
Borrower or
Borrower admits
it is otherwise
generally unable to
pay its
debts as
such debts
become due,
provided, however,
that any disclosure
regarding the
Borrower’s ability
to continue
as a “going
concern” shall not be an admission
that the Borrower cannot pay
its debts as they become due.


 


2.9             
Maintenance of
Assets. The failure by
Borrower to maintain
any assets
which are necessary
to conduct its business (whether now
or in the future).


 


Upon
the occurrence
and during
the continuation
of any
Event of Default
for a period
of ten (10)
days, the
Debenture shall
become immediately
due and
payable and
the Borrower
shall pay
to the Holder,
in full satisfaction of
its obligations hereunder,
an amount equal to 150% times the sum of (w) the then outstanding
principal amount of this Debenture
plus (x) accrued and
unpaid interest on the unpaid
principal amount of this Debenture to
the date of payment
(the “Mandatory Prepayment Date”)
plus (y) Default Interest,
if any, on the amounts referred
to in clauses (w) and/or (x)
(the then outstanding principal amount
of this Debenture to the date
of payment plus




    	10



    	 



    

the
amounts referred
to in
clauses (x)
and (y)
shall collectively
be known as
the “Default Sum”)
and all
other amounts
payable hereunder
shall immediately
become due and
payable, all
without demand,
presentment or
notice, all
of which
hereby are expressly
waived, together
with all
costs, including, without limitation,
legal fees and expenses, of collection,
and the Holder shall be entitled
to exercise all
other rights and remedies available at
law or in equity.


 


If,
at any
time there
is an
Event of
Default and
if the Borrower
fails to pay
the Default Sum
within five (5)
business days
of written notice
that such
amount is
due and
payable, then
the Holder
shall have
the right at
any time, so
long as the
Borrower remains
in default
(and so long and
to the extent that there are
sufficient authorized shares),
to require the Borrower, upon
written notice, to immediately
issue, in lieu of the
Default Sum, the number of shares
of Common Stock of
the Borrower
equal to
the Default Sum divided
by the Conversion
Price then in effect.


 


2.10         
Failure to
Transmit Conversion
Notice. In
the event the
Borrower shall
receive a
notice of
conversion or legal
opinion from
the Holder
and shall
fail to transmit
either of such
documents to the
Borrower’s transfer
agent (if the
Borrower has
a transfer
agent at
such time)
within 24 hours from receipt
(the “Transmittal Deadline”), Borrower
shall pay to Investor the sum of $1,000
per day or portion thereof for
any day after
the Transmittal Deadline.


 


ARTICLE
III.
MISCELLANEOUS


 


3.1             
Failure or
Indulgence Not
Waiver. No failure
or delay
on the part
of the Holder
in the exercise
of any power,
right or
privilege hereunder
shall operate
as a waiver
thereof, nor shall any single or partial
exercise of any such power,
right or privilege preclude other or further exercise thereof
or of any other right, power
or privileges. All rights and
remedies existing
hereunder are
cumulative to, and
not exclusive
of, any rights or
remedies otherwise available.


 


3.2             
Notices. All
notices, demands,
requests, consents, approvals,
and other communications
required or permitted
hereunder shall
be in writing
and, unless otherwise
specified herein, shall
be (i) personally
served, (ii)
deposited in
the mail, registered
or certified,
return receipt requested, postage
prepaid, (iii) delivered
by reputable air courier service
with charges prepaid, or
(iv) transmitted by hand
delivery, telegram, or facsimile, addressed
as set forth below
or to
such other
address as
such party shall
have specified
most recently by written
notice. Any notice
or other communication
required or permitted
to be given hereunder
shall be
deemed effective (a) upon hand
delivery or delivery by facsimile,
with accurate confirmation generated
by the transmitting facsimile
machine, at the address or number
designated below (if delivered
on a business day during normal
business hours where such notice is
to be received), or
the first business day
following such delivery (if delivered
other than on a business day
during normal business hours
where such notice is to be received)
or (b) on the second business
day following the date of mailing by
express courier
service, fully prepaid, addressed to such
address, or upon actual receipt
of such mailing, whichever shall
first occur. The addresses for such
communications shall be:


 




    	11



    	 



    

 


If
to the Borrower, to:


Pladeo
Corp.


 


 


Attention:Chief
Executive Officer Telephone:


 


With
a copy by
fax only to
(which copy shall
not constitute notice):


 


 


If
to the Holder:


 



3.3             
Amendments.This Debenture
and any
provision hereof
may only
be amended
by an
instrument in writing
signed by
the Borrower
and the
Holder. The
term “Debenture”
and all
reference thereto,
as used throughout
this instrument,
shall mean
this instrument as originally
executed, or if later amended
or supplemented, then as so amended
or supplemented.


 


3.4             
Assignability. This
Debenture shall
be binding upon
the Borrower
and its
successors and
assigns, and
shall inure
to be the
benefit of
the Holder
and its successors
and assigns.
Each transferee
of this Debenture must be an
“accredited investor”
(as defined
in Rule 501(a) of
the Securities Act). Notwithstanding anything
in this Debenture to the contrary, this Debenture
may be pledged as collateral
in connection with a bona fide margin
account or other lending arrangement.


 


3.5             
Cost  of  Collection.If
the Borrower
defaults in
the payment
of this Debenture,
the Borrower
shall pay
the Holder
hereof costs
of collection,
including reasonable
attorneys’ fees.


 


3.6             
Governing Law.
This Debenture
shall be
governed by
and construed
in accordance
with the laws
of the State
of New
York without
regard to
principles of
conflicts of
laws. Any
action brought by
either party
against the other concerning
the transactions contemplated
by this Debenture shall be brought
only in the state courts of New
York or in the federal courts
located in the state
and county
of Nassau.
The parties to this Debenture
hereby irrevocably waive any objection to jurisdiction and
venue of any action instituted hereunder and
shall not assert any defense
based on lack of jurisdiction
or venue or based upon forum
non conveniens. The Borrower and
Holder waive trial by jury. The
prevailing party shall be entitled
to recover
from the other
party its reasonable
attorney's fees and
costs. In the event
that any provision of this Debenture
or any other agreement delivered
in connection herewith
is invalid or unenforceable
under any applicable
statute or rule
of law,
then such
provision shall
be deemed




    	12



    	 



    

inoperative
to the extent
that it may
conflict therewith
and shall
be deemed
modified to
conform with
such statute
or rule of
law. Any
such provision which
may prove
invalid or unenforceable
under any
law shall not affect
the validity or enforceability
of any
other provision of any
agreement. Each party
hereby irrevocably waives personal
service of process
and consents to process being
served in any suit, action or proceeding
in connection with this Debenture by
mailing a copy thereof via registered
or certified mail or overnight
delivery (with evidence
of delivery) to such party
at the address in effect for
notices to it under this Debenture and
agrees that such
service shall
constitute good and
sufficient service of
process and notice
thereof. Nothing contained herein
shall be deemed to limit in any
way any
right to serve process in any
other manner permitted by
law.


 


3.7             
Certain Amounts.
Whenever pursuant
to this Debenture
the Borrower
is required
to pay an
amount in excess
of the outstanding
principal amount
(or the
portion thereof
required to
be paid
at that
time) plus accrued
and unpaid
interest plus
Default Interest
on such interest,
the Borrower and the Holder agree
that the actual damages to the
Holder from the receipt
of cash payment on this Debenture
may be difficult to determine
and the amount to be so paid
by the Borrower represents stipulated
damages and not a penalty and
is intended to compensate the Holder in part
for loss of the opportunity to convert this Debenture
and to earn a return from
the sale of shares of Common
Stock acquired upon conversion of this Debenture
at a price in
excess of
the price paid
for such shares
pursuant to this
Debenture. The Borrower
and the Holder
hereby agree that such amount
of stipulated damages is not plainly
disproportionate to the possible loss to the Holder
from the receipt of a cash payment
without the opportunity to convert
this Debenture into shares of Common
Stock.


 


3.8             
Notice of Corporate
Events.Except as
otherwise provided
below, the
Holder of
this Debenture
shall have
no rights as
a holder of
Common Stock
unless and
only to the
extent that
it converts this
Debenture into
Common Stock. The
Borrower shall
provide the Holder with prior notification
of any meeting of the Borrower’s
shareholders (and copies of proxy materials
and other information
sent to shareholders).
In the event
of any taking by
the Borrower of a record of its
shareholders for the purpose of determining
shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire
(including by way of merger, consolidation,
reclassification or recapitalization) any share of any class or any other
securities or property, or to receive
any other right, or for the purpose of
determining shareholders who are
entitled to vote in connection with any proposed sale,
lease or conveyance of all or
substantially all of the assets of the
Borrower or any proposed
liquidation, dissolution or winding
up of the Borrower,
the Borrower
shall mail a notice
to the Holder, at least
twenty (20) days prior to the record
date specified therein (or thirty
(30) days prior to the consummation of the transaction
or event, whichever is earlier),
of the date on which
any such record is
to be taken
for the purpose
of such
dividend, distribution, right
or other event, and
a brief statement regarding the
amount and
character of such dividend, distribution,
right or other
event to
the extent
known at
such time. The Borrower
shall make a public announcement
of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification
to the Holder in accordance
with the terms
of this Section 3.8.




    	13



    	 



    

3.9             
 Remedies.The Borrower
acknowledges that a
breach by
it of its
obligations hereunder
will cause
irreparable harm
to the Holder,
by vitiating
the intent
and purpose
of the transaction contemplated hereby.
Accordingly, the Borrower acknowledges
that the remedy at
law for a
breach of
its obligations
under this Debenture
will be inadequate
and agrees, in the event
of a breach
or threatened
breach by
the Borrower
of the provisions of this Debenture,
that the Holder shall be entitled,
in addition to all other available
remedies at law or in equity,
and in addition to the penalties
assessable herein, to an
injunction or injunctions restraining,
preventing or curing any
breach of this Debenture and
to enforce specifically the terms
and provisions thereof,
without the necessity of showing
economic loss and
without any bond or other security being required.


  


3.10         
Severability.If
any provision of
this Debenture
is invalid, illegal
or unenforceable,
the balance
of this Debenture
shall remain
in effect,
and if any
provision is inapplicable
to any person or circumstance,
it shall
nevertheless remain applicable
to all
other persons and circumstances.
If it shall be found that any
interest or other amount deemed
interest due hereunder shall violate
applicable laws governing usury,
the applicable rate of interest
due hereunder shall automatically
be lowered to equal the maximum permitted
rate of interest. The Borrower covenants
(to the extent that it may lawfully
do so) that it shall not at any
time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage
of, any stay, extension or usury
law or other law which would prohibit
or forgive the Borrower from paying
all or any
portion of the principal of
or interest on this Debenture
as contemplated herein, wherever
enacted, now or at any time
hereafter in force,
or which may affect the
covenants or the performance of
this indenture, and the Borrower
(to the extent it may lawfully do
so) hereby expressly waives all benefits
or advantage of any such law,
and covenants that it will not,
by resort
to any such
law, hinder,
delay or impeded the
execution of any power
herein granted
to the Holder, but will suffer
and permit the execution of every
such as though no such
law has been enacted.


(Signature
Pages Follow)




    	14



    	 



    

IN
WITNESS
WHEREOF, Borrower
has caused
this Debenture
to be signed
in its name
by its duly
authorized officer this
March  , 2014


 


PLADEO CORP.


  


	 	 	 
	By:	/s/
	 
		Name: 	 
		Title:	 







 









    	15



    	 



    

EXHIBIT
A CONVERSION NOTICE


(To be
executed by the Holder in order
to Convert the
Debenture)


 


 


 


TO:


 


 


The
 undersigned 
hereby  irrevocably  elects
 to  convert
 $ 
of the principal
amount and $in
accrued interest
of the Debenture
dated March
, 2014 into
Shares of
Common Stock of PLADEO CORP.,
according to the conditions
stated therein, as
of the Conversion Date written
below.


 


	Conversion Date:	 	 	 	 
	Amount to be converted:	 	$		 
	Conversion Price:	 	$		 
	Number of shares of Common

                                                                       Stock to be issued:
	 	 	 	 
	Amount of Debtenure

                                                                          Unconverted:
	 	$		 




 


 


 


 


Please
issue the
shares of Common
Stock in the
following name and
to the following
address: Issue to:


 


 


 


 


 


 


	Authorized Signature:	 	 
	Name:		 
	Title:	 	 
	Broker DTC Participant Code:	 	 
	Account Number:	 	 















16