Principal Amount: $________________
Date of Issuance: ____________, 2026
FOR VALUE RECEIVED, Janga.dev LLC, a Texas limited liability company (the "Company"), promises to pay to ________________________________ (the "Investor"), or order, the principal sum of ________________________________ DOLLARS ($____________), together with accrued interest, subject to the terms and conditions set forth herein.
This Note shall bear simple interest at the rate of six percent (6%) per annum, calculated on the outstanding principal balance. Interest shall accrue from the Date of Issuance and shall not be payable monthly but shall be added to the principal balance for purposes of conversion or repayment at maturity.
The Maturity Date of this Note is twenty-four (24) months from the Date of Issuance, unless earlier converted pursuant to Section 4.
Beginning thirty (30) days after the Date of Issuance, the Company shall pay to the Investor fifteen percent (15%) of the Company's Net Trading Profits for each calendar month, payable within fifteen (15) days of the end of each month.
"Net Trading Profits" means gross trading gains minus gross trading losses, realized during the applicable calendar month, across all Company trading accounts (including but not limited to prediction markets, options, equities, and cryptocurrency), net of direct trading fees and commissions. Unrealized gains and losses are excluded.
Profit Participation payments are contingent on the Company generating Net Trading Profits. In months where the Company has no Net Trading Profits or incurs a net trading loss, no Profit Participation payment is due. Trading losses do not carry forward to reduce future Profit Participation payments.
Profit Participation payments received by the Investor are not deducted from the outstanding principal or accrued interest balance of this Note. They are additional compensation for the Investor's early-stage capital risk.
At any time prior to the Maturity Date, the Investor may elect to convert all or a portion of the outstanding principal plus accrued interest into Membership Interest (equity) in the Company.
Upon the Company's completion of a Qualified Financing (defined as an equity financing round raising at least $100,000 in aggregate), the outstanding principal plus accrued interest shall automatically convert into Membership Interest at the Conversion Price defined in Section 4.4, unless the Investor elects repayment within fifteen (15) days of notice.
At the Maturity Date, the Investor may elect either:
If the Investor fails to make an election within thirty (30) days of the Maturity Date, the default shall be repayment.
The Conversion Price shall be the lesser of:
For illustration purposes only:
If the Investor elects repayment at the Maturity Date (or fails to elect conversion), the Company shall repay the outstanding principal plus accrued interest within sixty (60) days.
The Company may prepay any portion of the outstanding principal plus accrued interest at any time without penalty, provided the Investor is given fifteen (15) days' notice and the option to convert before prepayment.
The Company shall provide the Investor with:
The Investor shall have a Right of First Refusal to participate in any future investment round on the same terms offered to new investors, pro rata to their ownership interest (if converted) or note balance (if unconverted).
The Investor shall have reasonable access to Company financial records upon request, with at least seven (7) days' notice.
If the Company issues any subsequent convertible note with more favorable terms (lower valuation cap, higher discount, higher interest rate, or more favorable profit participation), the Investor may elect to amend this Note to match those terms.
The Company shall use the proceeds of this Note for:
The Company shall not use proceeds for personal expenses of any Member, compensation of any Member prior to generating revenue, or any purpose unrelated to Company business.
The Company represents that:
The Investor represents that:
9.1 Governing Law. This Note shall be governed by the laws of the State of Texas.
9.2 Amendments. This Note may be amended only by written agreement of both the Company and the Investor.
9.3 Severability. If any provision is found to be invalid, the remaining provisions remain in full force.
9.4 Notices. All notices shall be in writing and delivered to the addresses on the signature page below.
9.5 Entire Agreement. This Note constitutes the entire agreement between the Company and the Investor with respect to the subject matter hereof.
COMPANY:
Janga.dev LLC
By: Joseph Rosenbaum, Managing Member
Signature: _________________________________ Date: _____________
Address: _________________________________
INVESTOR:
Name: _________________________________
Signature: _________________________________ Date: _____________
Address: _________________________________
This document is a template and should be reviewed by a licensed attorney before execution. It does not constitute legal advice. Investment involves risk, including potential loss of principal.