Notes Subscription Agreement

This Agreement and the Commentaries constitute the entire agreement between the Parties with respect to the subject matter incorporated therein and supersede all prior or concurrent agreements, assurances and understandings of the Parties. The raising of funds by issuing convertible bonds can be used either by a contract for the subscription of convertible bonds or by a convertible debt instrument. If a company has one (or very few) investors subscribing to the note, a convertible bond subscription agreement can be used. To stage the scene, we wanted to quickly address some of the things to consider in the decision between a structured cycle of convertible bonds (using a convertible loan), a convertible share round (with ASA, a simple agreement for the future capital cycle (SAFE) and a share price cycle (using a term sheet, a letter of subscription or agreement). For example, amended articles of association, etc.). The undersigned investor («Investor») offers this Subscription Agreement (the «Agreement») in connection with such investor`s purchase of a loan as a debt or bond, pursuant to the terms of this Agreement, in the form set forth in Appendix A (the «Obligations») of CNote Group, Inc., a Delaware corporation (the «Company»). The Investor understands: that the Company (the «Offer») is offering for sale up to $50,000,000 of total debt and that the Offer is made in accordance with Regulation A of the Securities Act of 1933, as amended (the «Securities Act») with a number of Securities and Exchange Commission files 024-10686 and the corresponding offering circular of August 29. 2017 (the «Offer Circular»). Finally, some investors may prefer the format of the convertible bond over the ASA because it is more familiar. Convertible bonds have been around the market for a long time and are therefore more widespread.

The Company has the exclusive right to accept or refuse all or part of this subscription, in its sole discretion, for any reason. This Communication is binding on and benefits from the parties and their respective assigns and the authorised beneficiaries of the assignment. Neither party may assign its rights or obligations under this Agreement, whether by law or otherwise, without the prior written consent of the other party, except that the borrower as a whole, without the consent of the lender, to its parent company, subsidiary or related business or in connection with a merger, The Committee on the Environment, Environmental Policy, Environmental Policy and the Policy of the Sale or Sale of All or Substantially All of its Assets. . . .

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