Complete summary of all outstanding debt, convertible notes, SAFEs, warrants, and related instruments as of September 10, 2026. Prepared by General Counsel Pat Veilleux. Reconciles to Historical Financials, Financial Model, Use of Funds, Cap Table, and Round Terms.
2
Active instruments
$150K
Total principal outstanding
$120K
Total repayment due (at Scale Round close)
600K
Total warrant shares outstanding
$0.37
Warrant exercise price per share
Confidential: Executed Bridge Financing and Option Agreements (one per investor, both dated January 25, 2026) are held in the Debt & Instruments subfolder of the secure data room. Contact pat@vibeup.io under NDA.
None. This Note is a debt obligation only and does not include any warrants, options, or equity conversion features.
Notes
Effective Date: November 19, 2025. Restricted Period: 180 days (expired May 17, 2026 — now demandable). Prepayment allowed at any time without penalty. Currency: Canadian Dollars (CAD $71,086). Governing Law: Delaware. Ranking: Direct, unconditional, unsecured, unsubordinated obligation ranking equally with all other unsecured debt. Base case: cash repayment with accrued interest. Reconciles to Historical Financials cash flow statement.
Source PDF: Executed Promissory Note (2 pages) in Debt & Instruments subfolder / data room
Fixed fee: $10,000 per investor ($20,000 total). Repayment Amount: $60,000 per investor ($120,000 total).
Accrued Interest
No additional accrual — repayment amount is fixed at $60K per investor regardless of timing.
Maturity / Due Date
Triggered upon closing of next Equity Financing (Scale Round). No fixed maturity date. If no Equity Financing closes within 12 months, parties agree to discuss in good faith.
Repayment Amount
$120,000 total ($60,000 per investor: $50,000 principal + $10,000 fee). Payable from first closing of Equity Financing (Scale Round), as priority use of proceeds.
Collateral
None — unsecured
Covenants
None. Unsecured, unsubordinated to all equity interests and liquidation preferences, but subordinate to any secured indebtedness.
Conversion Terms
NO CONVERSION. These are bridge loans, NOT convertible notes. Each lender receives separate stock options: 300,000 shares of Class B Preferred Stock at $0.37/share. Options vest 100% upon repayment of the bridge loan. Options expire 3 years from vesting. Non-voting when issued. Exercise is cash only. Joinder to Stockholders Agreement required.
Notes
Dated January 25, 2026. Both investors are Canadian accredited investors. Offshore Regulation S offering (non-U.S. persons). $50K from Marc, $50K from Alexandre = $100K total bridge. Each bridge carries 300,000 option shares at $0.37 strike (600,000 total options outstanding). Pro rata repayment if Equity Financing proceeds insufficient. Reconciles to Historical Financials cash flow statement.
Source PDF: Executed Bridge Financing and Option Agreements (one per investor) in Debt & Instruments subfolder / data room
Confidential · September 10, 2026 · VIBEUP INC. · Prepared by General Counsel Pat Veilleux · For accredited investors only · Updated at each material financing event · Executed instrument PDFs in the Debt & Instruments subfolder of the data room under NDA
