Online Convertible Note Investment Agreement - $5000

Only Fans Insider Media Group, Inc.
Investment: $5000.00 USD
Executed Upon Payment

 

This Convertible Note Agreement (“Agreement”) is entered into by and between Only Fans Insider Media Group, Inc., a Colorado-based digital magazine media and publishing company (“Company”), and the individual or entity completing this investment (“Investor”).

By submitting payment, you agree to the following legally binding terms. This Agreement is executed upon payment confirmation and constitutes a binding investment under the conditions below.

 

💼 Investment Terms

1. Investment Amount
Investor agrees to contribute $5,000.00 USD as part of a $500,000.00 USD convertible note raise, which represents 20% of total company equity.

2. Ownership Allocation
Investor’s pro rata share is calculated as:
$5,000 / $500,000 = 1.00% equity, subject to vesting.

3. Vesting Schedule
Equity earned under this convertible note is subject to a 4-year vesting period, with monthly vesting and no cliff, starting from the date of payment.

 

🔁 Convertible Note Terms

• Converts to Preferred Equity in the event of a Qualified Financing round, Acquisition, or IPO.

• The note is non-interest bearing and does not carry a valuation cap, as conversion is percentage-based.

• All conversions will be conducted on a pro rata basis and adjusted for future dilutions unless otherwise stipulated.

 

📈 Rollover Rights & Preferred Discount

As part of this agreement, the Investor is granted the following long-term rights:

• Rollover equity participation in any future vertical magazine brands launched under the Only Fans Insider umbrella (e.g., OFI Luxe, OFI Fit, OFI Ink, OFI Pro).

• A 20% preferred equity discount on any future investment opportunity within the company’s media ecosystem, including:

  • Membership platforms

  • Sponsored articles and advertising revenue

  • Awards, creator retreats, and branded events

  • Publishing services, merchandising, and digital creator tools

These benefits apply to both domestic and international magazine rollouts and extend as long as the Investor retains equity in the Company or its subsidiaries.

 

💰 Revenue Participation

Investor will receive revenue share benefits proportional to their equity stake from:

• Creator, agency, and business memberships

• Retail and wholesale article submissions

• Sponsorships and brand placements

• Digital ad campaigns

• Awards events, merchandise, and special programming

Revenue will be distributed in accordance with standard investor reporting practices and on an annual or biannual basis, unless otherwise notified.

 

🧾 Rights & Restrictions

• Investor has no voting rights until their note converts into equity.

• Investment is non-transferable without prior written approval from the Company.

• No guarantees are made regarding company valuation, liquidity events, or exit timeline.

 

⚖️ Governing Law

This Agreement shall be governed by and construed under the laws of the State of Colorado, United States.

 

📜 Investor Acknowledgment

By proceeding with this investment, you confirm that:

• You understand and accept the risks of early-stage startup investing.

• You agree to the 4-year vesting schedule.

• You accept the 20% preferred discount on future vertical magazine investments.

• You understand the structure, purpose, and conversion process of this convertible note.

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🛡️ Legal Execution

Investment Amount: $5,000.00 USD