Convertible Promissory Note Agreement

THIS CONVERTIBLE PROMISSORY NOTE (this “Note”) is made as of

by and between:

The Visage Institute, Inc., a New Mexico corporation (the “Company”), and

(the “Holder”).

1. Principal and Interest

For value received, the Company hereby promises to pay to the Holder the principal sum of

together with simple interest accruing on the unpaid principal balance at a rate of 7% per annum. Interest shall accrue from the date of this Note until conversion or repayment.

2. Maturity Date

Unless converted earlier in accordance with Section 3, the outstanding principal and all accrued but unpaid interest shall be due and payable on the 24-month anniversary of this Note (the “Maturity Date”).

3. Conversion

3.1 Automatic Conversion (Equity Financing)

If the Company issues and sells equity securities for gross proceeds of not less than $200,000 (a “Qualified Financing”), then the outstanding principal and accrued interest of this Note shall automatically convert into the same class of equity securities issued in such financing.

• Conversion Price: The lower of:

  • (a) an 20% price discount or

  • (b) the price per share implied by a pre-money valuation cap of $1,000,000, based on 100,000 outstanding shares = $10.00/share.

3.2 Optional Conversion at Maturity

If no Qualified Financing has occurred by the Maturity Date, the Holder may elect to convert all outstanding principal and interest into Common Stock of the Company at the lesser of:

• (a) $10.00/share (valuation cap price), or

• (b) an 80% discount to the price of the most recent equity financing.

3.3 Change of Control

If the Company undergoes a merger, acquisition, or sale of substantially all assets prior to repayment or conversion, the Holder may elect either:

• (i) repayment of principal plus accrued interest, or

• (ii) conversion into Common Stock at the Conversion Price in Section 3.1.

  
  

4. Repayment

Except as provided above, the Company shall repay the outstanding principal and accrued interest to the Holder on the Maturity Date in lawful money of the United States.

5. Representations and Warranties of the Company

The Company represents that:

1. It is duly incorporated and in good standing under New Mexico law.

2. Its authorized capital is 70,000 shares of Common Stock, $10/share, with 15K shares issued and outstanding as of the date hereof.

3. Execution of this Note has been duly authorized.

   
   

6. Representations and Warranties of the Investor

The Holder represents and warrants that:

1. The Note is being acquired for investment purposes only, and not for distribution or resale.

   
   

7. Miscellaneous

• Governing Law: This Note shall be governed by and construed under the laws of the State of New Mexico.

• Amendments: Any amendment to this Note requires the written consent of the Company and the holders of a majority in principal amount of all outstanding Notes.

• Transfer: This Note may not be transferred except in compliance with applicable securities laws.

• Subordination: This Note is subordinated in right of payment to all current and future indebtedness of the Company to banks and institutional lenders.

  
  

SIGNATURES

The Visage Institute, Inc.

By: /s/ Xavier Visage, CEO/Founder

Investor (Holder)

By: