Online Convertible Note Investment Agreement - $10,000

Only Fans Insider Media Group, Inc.
Investment: $10,000.00 USD
Executed Upon Payment

 

This Convertible Note Agreement (“Agreement”) is made between Only Fans Insider Media Group, Inc., a Colorado-based digital magazine and publishing company (“Company”), and the individual or entity submitting this $10,000.00 investment (“Investor”).

This agreement is legally binding and executed automatically upon receipt of payment.

💼 Investment Terms

1. Investment Amount
Investor is investing $10,000.00 USD as part of a $500,000.00 convertible note raise, which represents 20% of total equity in the Company.

2. Pro Rata Ownership
Based on the investment amount, the Investor is entitled to a 1.00% equity stake, calculated as:

$10,000 ÷ $500,000 = 0.02 of the 20% = 1.00% equity, subject to vesting.

3. Vesting Schedule

• All equity is subject to a 4-year vesting period, vesting monthly with no cliff, starting from the date of payment.

• Vesting is calculated linearly (i.e., 1/48 of total equity each month).

🔁 Convertible Note Features

• Converts into Preferred Equity during a Qualified Equity Financing, Acquisition, or Public Offering.

• This note carries no interest and no valuation cap—conversion is based on the ownership structure of the current round.

• No prepayment required or early repayment obligations from the Company.

🔄 Rollover Equity + Preferred Discount

As part of this investment, the Investor receives:

• Lifetime roll-over equity participation in all future vertical magazines launched under the Only Fans Insider umbrella.

• 20% Preferred Equity Discount on any new magazine-specific investment rounds, including:

  • Creator/Agency Membership revenue

  • Sponsored content and digital advertising

  • Events, awards, and brand collaborations

  • Article submissions (retail and wholesale)

  • Educational content, creator tools, and workshops

These rights apply perpetually across all verticals while the investor maintains an equity position.

📈 Revenue Participation Rights

Investor is entitled to a revenue participation share equivalent to their equity stake across:

• Creator, agency, and business memberships

• Wholesale and retail article publishing

• Digital ad placements and sponsorships

• OFI-branded awards shows, events, merchandise

• Subscription services and future brand extensions

Annual reports will be shared with investors outlining platform-wide revenue and payouts as applicable.

⚖️ Rights & Limitations

• Investors shall not have voting rights until equity conversion occurs.

• This convertible note is non-transferable without prior written approval from the Company.

• The Company is not liable for return of capital until a conversion or exit event.

• No guaranteed exit timeline or liquidity event is promised under this agreement.

⚖️ Governing Law

This agreement is governed by and shall be interpreted in accordance with the laws of the State of Colorado, USA.

🔐 Legal Acknowledgment

By investing, the Investor certifies that:

• They understand the risks of early-stage investments.

• They have reviewed the equity structure and vesting terms.

• They agree to the rollover rights and 20% preferred equity discount.

• They are not relying on any verbal agreements not written in this agreement.

• This agreement is binding and effective immediately upon payment.

✅ Execution

Investment Amount: $10,000.00 USD