World Moto, Inc - Exhibit 10.2 - Filed by newsfilecorp.com





WORLD MOTO, INC 

CONVERTIBLE DEBENTURE

	$112,000.00 	March 26, 2015 


THIS DEBENTURE HAS NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAW AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AS TO THIS DEBENTURE OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED. 

      
     FOR VALUE RECEIVED, the undersigned, World Moto,
Inc, a Nevada corporation (the "Company" or the “Borrower”), hereby promises to
pay to Macallan Partners, LLC (the "Lender"), or its registered assigns, the
principal sum of ONE HUNDRED TWELVE THOUSAND dollars ($112,000.00) subject to an
approximate Original Issue Discount of 10.71% for an aggregate purchase price of
$100,000.00, together with interest (computed on the basis of a three hundred
sixty (360) day year of twelve (12) thirty (30) day months) on the unpaid
principal balance of this Debenture from the date of this Debenture until paid,
at the rate of Ten percent (10%) per annum.

             
1.        PAYMENT. 

                          (a)       
Payments of the principal of and interest on this Debenture shall be made in
lawful money of the United States of America at the current address of the
registered holder of this Debenture as recorded in the Company’s books. Payments
shall be made by mandatory conversion, unless this Debenture is prepaid at the
Company’s option in accordance with Section 1(c) or unless there is a default in
accordance with Section 5(b).

                          (b)       
Interest accruing on the outstanding principal balance of this Debenture during
the term of this Debenture shall be paid at the Maturity Date, which shall be
September 30, 2015. Upon the occurrence of any Event of Default (as such
term is defined hereinafter) and acceleration of the indebtedness hereunder, or
after the Maturity Date (including without limitation any time from and after
the entry of a judgment for sums due), any unpaid principal of this Debenture
shall bear interest at the rate of eighteen percent (18%) per annum until paid.
There shall be a 10 day grace period for payments to be made hereunder (but
interest shall be computed to the actual date of payment).

                          (c)       
The outstanding principal balance of this Debenture, together with all accrued
but unpaid interest thereon, may be prepaid, at the Company's option at any time
prior to the Maturity Date, provided that the Company shall give written notice
of any such prepayment to the registered holder of this Debenture no later than
ten (10) business days prior to the date the Company intends to make a
prepayment (the “Prepayment Date”). Such amount must be paid in cash on or
before the next business day following the expiration of the 10 business day
notice period. Notwithstanding the Company’s notification of prepayment, the
Lender may still convert any remaining balance of this
Debenture pursuant to its terms until full prepayment has occurred. Upon the
Prepayment Date the Company shall pay a prepayment penalty on the outstanding
principal balance plus all accrued and unpaid interest thereon and any
applicable fees and expenses (the “Prepayment Penalty”). Upon the Prepayment
Date the Company shall pay a prepayment penalty based upon the following
schedule: If prepayment is made within 60 days from the date of this Debenture
then 125% of the outstanding principal balance plus all accrued and unpaid
interest thereon will be due, if prepayment is made between 61-120 days from the
date of this Debenture then 135% of the outstanding principal balance plus all
accrued and unpaid interest thereon will be due, if prepayment is made between
121 days from the date of this Debenture and the maturity date then 150% of the
outstanding principal balance plus all accrued and unpaid interest thereon will
be due (the “Prepayment”).

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2.        REGISTRATION AND TRANSFER. 

                          (a)       
The Company shall maintain at its principal executive offices a register for
this Debenture, in which the Company shall record the name and address of the
person in whose name this Debenture has been issued and the name and address of
each transferee and prior owner thereof. The Company may deem and treat the
person in whose name this Debenture is so registered as the holder and owner
thereof for all purposes and all notices hereunder to the registered holder may
be to the address indicated on such register. 

                          (b)       
This Debenture may be transferred only by the surrendering thereof for
registration of transfer duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder. The Company may condition
its registration of such transfer upon (a) the opinion of counsel reasonably
acceptable to the Company that the transfer of this Debenture does not violate
the Act or any state securities or blue sky laws, and (b) the payment to it of a
sum sufficient to cover any stamp tax or other governmental charge imposed in
respect of such transfer. 

             
3.        COMMON STOCK CONVERSION RIGHTS AND
SHARE RESERVATION RIGHTS. 

                          (a)       
The Lender has the right, at any time after the date of this debenture, at its
election, to convert all or part of the outstanding and unpaid principal sum and
accrued interest (and any other fees) on this Debenture, into fully paid and
non-assessable shares of common stock of the Company as per the following
conversion formula: Number of shares receivable upon conversion equals the
dollar conversion amount divided by the Conversion Price. The Conversion
Price is equal to: 60% of the lowest traded price during the 20 trading days
prior to the election to convert. If the Company’s common stock price closes
below 0.002 at any time while this Debenture is outstanding then an additional
15% discount will apply to the conversion price. However, if the Company’s
common stock price at any time loses “the bid” (ex: .0001 on “the ask” with zero
market makers on the bid as per level 2 quotations), then the conversion price
may, in the Lender’s sole and absolute discretion, be reduced to a fixed price
of .00001. Notice of Lender’s conversion may be delivered to Borrower by method
of Lender’s choice (including but not limited to email, facsimile, mail,
overnight courier, or personal delivery), and all conversions shall be cashless
and not require further payment from the Lender. If no objection is delivered
from Borrower to Lender regarding calculations in the conversion notice within 24 hours of
delivery of the conversion notice, the Company shall have been thereafter deemed
to have irrevocably confirmed and irrevocably ratified such conversion notice
and waived any objection thereto. The Company shall deliver the shares from any
conversion to Lender (in any name directed by Lender) within 2 (two) business
days of conversion notice delivery. At no time will the lender convert any
amount of the Debenture into common stock that would result in the lender owning
more than 4.99% of the company’s common stock outstanding.

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                          (b)       
The obligations of the Borrower under this Debenture shall be secured by shares
of the common stock of the Company, assigned to a reserve to be administered by
the Company’s Transfer Agent, for the benefit of the Lender. The Borrower shall
irrevocably place 85,000,000 shares of the Company’s common stock on
reserve with the Company’s Transfer Agent to ensure that there are sufficient
shares available for the conversion of this Debenture. So long as any portion of
the Debenture(s) is outstanding, the Company shall take all action necessary to
reserve and keep available out of its authorized and unissued Common Stock,
solely for the purpose of effecting the conversion of the Debenture(s), a number
of shares of Common Stock equal to, at minimum, 4 times (4x) the value of the
outstanding principal and interest of the Debenture(s) as shall from time to
time be necessary to effect the conversion of all of the Debenture(s) then
outstanding (without regard to any limitations on conversions) (the
“Required Reserve Amount”).

                          (c)       
Insufficient Authorized Shares. If, notwithstanding Section 3(b), and not
in limitation thereof, at any time while any of the Debenture(s) remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon conversion of the Debenture(s) at least a number of shares of
Common Stock equal to the Required Reserve Amount (an “Authorized Share
Failure”), then the Company shall immediately take all action necessary
to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for the
Debenture(s) then outstanding. Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an
Authorized Share Failure, but in no event later than thirty (30) days after the
occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its stockholders for the approval of an increase in the number of authorized
shares of Common Stock. In connection with such meeting, the Company shall
provide each stockholder with a proxy statement and shall use its reasonable
best efforts to solicit its stockholders’ approval of such increase in
authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal.

                          (d)       
In the event that the outstanding shares of the common stock subject to the
conversion are changed into or exchanged for a different number or kind of
shares of the Company or other securities of the Company by reason of merger,
consolidation, re-capitalization, re-classification, stock split, stock dividend
or combination of shares, the Company shall make an appropriate and equitable
adjustment in the number and kind of shares as to which the conversion shall be
applicable, to the end that after such event the Lender’s proportionate interest
is preserved after the occurrence of such event.

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                          (e)       
If Borrower fails to deliver shares in accordance with the timeframe stated this
Section; the Lender, at any time prior to selling all of those shares, may
rescind any portion, in whole or in part, of that particular conversion
attributable to the unsold shares and have the rescinded conversion amount
returned to the Principal Sum with the rescinded conversion shares returned to
the Company (under Lender’s and Borrower’s expectations that any returned
conversion amounts will tack back to the original date of this Debenture). In
addition, for each conversion, in the event that shares are not delivered by the
fourth business day (inclusive of the day of conversion), a penalty of $2,000
per day will be assessed for each day after the third business day (inclusive of
the day of the conversion) until share delivery is made; and such penalty will
be added to the Principal Sum of this Debenture (under Lender’s and Borrower’s
expectations that any penalty amounts will tack back to the original date of
this Debenture). 

             
4.        ADJUSTMENT FOR CAPITAL CHANGES;
MERGER OR CONSOLIDATION; NON-DILUTION PROVISIONS. 

                          (a)       
If the Company declares or pays a dividend on its common stock payable in common
stock, or other securities, subdivides the outstanding common stock into a
greater amount of common stock, or engages in any reclassification, exchange or
substitution transaction (an “Event”), then the conversion price shall be
automatically adjusted to provide the Lender with the same percentage ownership
in the Stock of the Company that it would have had if the conversion had been
accomplished immediately prior to the Event. 

                          (b)       
If any merger or consolidation of the Company or the sale of all or
substantially all of its assets shall occur, then, as a condition to such
merger, consolidation or sale, lawful and adequate provision shall be made
whereby the registered holder of this Debenture shall thereafter have the right
to receive upon the basis and upon the terms and conditions specified herein
(including, without limitation, payment of the applicable Conversion Price) and
in lieu of the shares of Common Stock of the Company immediately theretofore
receivable upon conversion of this Debenture, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for such
shares of Common Stock immediately theretofore receivable by such holder had
such merger or consolidation not taken place. The Company shall not affect any
such consolidation or merger, unless prior to or simultaneously with the
consummation thereof, the successor (if other than the Company) resulting from
such consolidation or merger shall assume, by written instrument executed and
delivered to the holder, the obligation to deliver to the holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
holder may be entitled to receive.

                          (c)       
The Company will at all times reserve and keep available out of its authorized
Common Stock, for the purpose of issuance upon conversion of this Debenture as
herein provided, the maximum number of shares of Common Stock as shall then be
issuable upon the exercise of the conversion privileges set forth herein. The
Company covenants that all shares which shall be so issuable shall, upon the
conversion of this Debenture as herein provided, be duly and validly issued and
fully paid and nonassessable by the Company. 

             
5.        EVENTS OF DEFAULT. 

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                          (a)       
The following shall constitute an event of default (an “Event of Default”): 

                            (i)          the Company shall fail
to pay any principal under this Debenture when due and payable (or payable by
conversion) thereunder; or

                            (ii)        the Company shall fail to pay any
interest or any other amount under this Debenture when due and payable (or
payable by conversion) thereunder; or

                            (iii)       a receiver, trustee or other
similar official shall be appointed over the Company or a material part of its
assets and such appointment shall remain uncontested for twenty (20) days or
shall not be dismissed or discharged within sixty (60) days; or 

                            (iv)       the Company shall become insolvent
or generally fails to pay, or admits in writing its inability to pay, its debts
as they become due, subject to applicable grace periods, if any; or

                            (v)        the Company shall make a general
assignment for the benefit of creditors; or

                            (vi)        the Company shall file a petition
for relief under any bankruptcy, insolvency or similar law (domestic or
foreign); or (vii) an involuntary insolvency proceeding shall be commenced or
filed against the Company; or

                            (viii)      the Company shall lose its
status as “DTC Eligible” or the Company’s shareholders shall lose the ability to
deposit (either electronically or by physical certificates, or otherwise) shares
into the DTC System; or 

                            (ix)        the Company shall become
delinquent in its filing requirements as a fully-reporting issuer registered
with the SEC or otherwise causing a class of the Company’s equity securities to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or 

                            (x)       
the Company shall fail to maintain the Required Reserve Amount as set forth in
Section 3(b) or shall otherwise fail to maintain sufficient common shares
authorized and available to satisfy the lender’s conversions for as long as this
Debenture remains unpaid in whole or in part (It is understood and agreed
between the Lender and the Company that the Company currently does not have
sufficient authorized shares to establish the Required Reserve Amount for the
benefit of the Lender that the Company has 30 days from the date of this
debenture to establish the Required Reserve Amount). 

                            (xi)       
the Company shall fail to maintain communication with Lender or shall fail to
update its contact information with Lender or shall otherwise ignore the
Lender’s attempts at communication. 

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                            (xii)       
the Company shall fail to maintain a listing on the OTC Markets exchange or any
higher tier exchange or shall otherwise fail to maintain a minimum bid quotation
of .0001 (“no bid”). 

                          (b)       
Upon the occurrence of an Event of Default, the Lender may declare by written
notice all the then unpaid principal and interest outstanding, as well as any
applicable penalties, fees and a penalty of 150% of the unpaid principal balance
to be due and payable, without presentation, demand, protest or notice of
dishonor, all of which the Company hereby waives. Interest accruing after an
Event of Default shall accrue at an interest rate equal to the lesser of 18% per
annum or the maximum rate permitted under applicable law. Nothing herein shall
limit Lender’s right to pursue any other remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon conversion of this
Debenture as required pursuant to the terms hereof. 

                          (c)       
At any time that the Company is in default of its obligations under this
Debenture, the Company shall not take the following actions without written
consent of the Lender: 

                         
(i)          Engage in any merger,
sale or other transaction not in the ordinary course of business; or

                          (ii)        
Incur Indebtedness exceeding two times (2x) the outstanding principal, interest,
and all other applicable fees and penalties owed on this Debenture unless said
indebtedness will be incurred to pay off this Debenture; or

                          (iii)        
Make any payment, including salaries, to any stockholder or affiliate of the
Company; or 

                          (iv)       
 Make any changes to the bylaws or certificate of incorporation of the
Company; or 

                         
(v)          Declare or pay any
dividend in cash, stock or other property; or 

                          (vi)        
Make any payment on any other unsecured debt obligation of the Company; or 

                         
(vii)        Issue any additional stock of
any kind of the Company 

                          (d)       
Should the indebtedness represented by this Debenture or any part thereof be
collected in any proceeding or placed in the hands of attorneys for collection,
the Company agrees to pay, in addition to the principal and interest due and
payable hereon, all costs of collecting this Debenture, including reasonable
attorneys' fees and expenses. 

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6.        NEGATIVE COVENANTS. 

                          (a)       
For so long as the Lender or any of its affiliates hold any unpaid portion of
this Debenture, the Company and its affiliates are prohibited from, among other
things, voting any securities of Company’s Corporation, in favor of: 

                                  
(i)          An extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving Company or any of its subsidiaries, 

                                  
(ii)         A sale or transfer of a
material amount of Company’s assets or its subsidiaries’ assets, 

                                  
(iii)        Intentionally Left Blank 

                                  
(iv)        Any other material change in
Company’s business or corporate structure, 

                                  
(v)          Intentionally Left
Blank 

                                  
(vi)         Causing a class of
Company’s securities to be delisted from a national securities association, 

                                  
(vii)       Causing a class of Company’s
equity securities to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, 

                                  
(viii)       Terminating Company’s transfer agent
without finding a suitable replacement transfer agent, 

                                  
(ix)         Taking any action which
would impeded the purposes and objects of this Debenture, 

                                  
(x)          Taking any action,
intention, plan or arrangement similar to any of those enumerated above. 

             
7.        MISCELLANEOUS. 

                          (a)       
If the date of any payment required by this Debenture be Saturday, Sunday or a
bank holiday, such payment shall be payable on the first business day following
such date. 

                          (b)       
The Company hereby expressly waives presentment, demand, protest or any other
notice whatsoever. 

                         
(c)        Intentionally Left Blank

                         
(d)        This Debenture shall be binding
upon and shall inure to the benefit of the parties hereto, their successors,
heirs and assigns. 

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(e)        The invalidity or partial
invalidity of any provision of this Debenture shall affect only such provision
or part thereof and the balance of this Debenture shall remain in effect. 

                          
(f)        The Company shall file a Form 8-K
with the SEC disclosing this Debenture and all of its terms within the timeframe
mandated by the Commission. 

                          
(g)        It is understood and agreed that
no failure or delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right,
power or privilege hereunder. 

             
8.        TERMS OF FUTURE FINANCINGS. 

                          (a)       
So long as the Debenture is outstanding, upon any issuance by the Company or any
of its subsidiaries of any security with any term more favorable to the holder
of such security or with a term in favor of the holder of such security that was
not similarly provided to the Lender in the Debenture, then the Company shall
notify the Lender of such additional or more favorable term(s) and such term(s),
at the Lender’s option, shall become a part of the terms contained herein this
Debenture. The types of terms contained in another security that may be more
favorable to the holder of such security include but are not limited to: terms
addressing conversion discounts and terms addressing transfer agent reserve
shares.

             
9.        INFORMATION. 

                          (a)       
The Lender and its advisors, if any, have been, and for so long as the Debenture
remains outstanding will continue to be, furnished with all materials relating
to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Lender
or its advisors. The Lender and its advisors, if any, have been, and for so long
as the Debenture remains outstanding will continue to be, afforded the
opportunity to ask questions of the Company. Notwithstanding the foregoing, the
Company has not disclosed to the Lender any material nonpublic information and
will not disclose such information unless such information is disclosed to the
public prior to or promptly following such disclosure to the Lender. The Lender
is not aware of any facts that may constitute a breach of any of the Company's
representations and warranties made herein. 

             
10.      CHOICE OF LAW & VENUE. 

                          (a)       
All questions concerning the construction, validity, enforcement and
interpretation of this Debenture shall be governed by and construed and enforced
in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflicts of law thereof. Any claim or controversy arising out
of or relating to the interpretation, application or enforcement of any
provision of this Agreement, shall be submitted for resolution to a court of
competent jurisdiction in New York. The parties hereby consent to personal
jurisdiction and venue in New York. 

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11.      WAIVER OF TRIAL BY JURY. 

                          (a)       
Each Party to this Agreement agrees that any suit, action, or proceeding,
whether claim or counterclaim, brought or instituted by any party hereto or any
successor or assign of any party on or with respect to this Agreement shall be
tried only by a court and not by a jury. Each and every party hereby knowingly,
expressly, voluntarily and intentionally waives any right to a trial by jury in
any such suit, action or proceeding. 

9 




      
     IN WITNESS WHEREOF, the Company has caused this
Debenture to be executed, sealed and delivered on the date first above written.


 

World Moto, Inc 

 

	 	By: 	/s/ Paul Giles 
	 	 	Name: Paul Giles 
	 	 	Title: CEO 


 

Macallan Partners LLC. 

 

	 	By: 	/s/ Adam Didia 
	 	 	Name: Adam Didia 
	 	 	Title: Member



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