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Exhibit 4.27
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.
10% CONVERTIBLE NOTE DUE June 30,
2011
THIS NOTE is one of a duly authorized issuance of
Notes of Sonoran Energy, Inc. (a Washington corporation and the
“Company” in this document), designated as its 10%
Convertible Note Due ________, 2011, in an aggregate principal
amount not exceeding $3,000,000.
FOR VALUE RECEIVED , the Company promises to pay
to purchaser or the registered holder hereof, initially
___________________ (the "Holder"), the principal sum of
_______________ Dollars ($__________), on June 30, 2011 (the
"Maturity Date"), and to pay interest on the principal sum
outstanding from time to time in arrears on the Maturity Date, at
the rate of 10% per annum accruing from the date of initial
issuance. Accrual of interest shall commence on the first
business day to occur after the date hereof until payment in full
of the principal sum has been made or duly provided for. All
accrued and unpaid interest shall bear interest at the same rate as
the principal and be due on the date for the principal.
Interest may be paid in the form of Common Stock, issued at
the conversion rates described below in the amounts necessary to
satisfy the outstanding interest amounts then due. The
interest so payable will be paid on the Maturity Date to the person
in whose name this Note (or one or more predecessor Notes) is
registered on the records of the Company regarding registration and
transfers of the Notes (the "Note Register") on the tenth day prior
to the Maturity Date; provided, however, that the Company's
obligation to a transferee of this Note arises only if such
transfer, sale or other disposition is made in accordance with the
terms and conditions of the Regulation 506 Securities Subscription
Agreement executed by the original Holder. The principal of,
and interest on, this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last
appearing on the Note Register of the Company as designated in
writing by the Holder from time to time. The Company will pay
the principal of and interest upon this Note on the Maturity Date,
less any amounts required by law to be deducted, to the registered
Holder of this Note as of the tenth day prior to the Maturity Date
and addressed to such Holder at the last address appearing on the
Note Register. The forwarding of such check shall constitute
a payment of principal and interest hereunder and shall satisfy and
discharge the liability for principal and interest on this Note to
the extent of the sum represented by such check less any amounts so
deducted.
This Note is subject to the following additional
provisions:
1.
The Notes are issuable in denominations of Fifty
Thousand Dollars ($50,000) and integral multiples thereof up to the
aggregate total of $3,000,000. The Notes are exchangeable for
an equal aggregate principal amount of Notes of different
authorized denominations, as requested by the Holders surrendering
the same. No service charge will be made for such
registration or transfer or exchange.
2.
The Company shall be entitled to withhold from all
payments of principal of, and interest on, this Note any amounts
required to be withheld under the applicable provisions of the
United States income tax laws or other applicable laws at the time
of such payments.
3.
This Note has been issued subject to investment
representations of the original purchaser hereof and may be
transferred or exchanged only in compliance with the Securities Act
of 1933, as amended (the "Act"). Prior to due presentment for
or transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on
the Company's Note Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company nor
any such agent shall be affected by notice to the contrary.
4.
The Holder of this Note is entitled, at its option,
at any time commencing One Year after the Closing Date until
maturity hereof to convert any or all of the principal amounts of
these Notes or any portion of the principal amount (to include
accrued interest) hereof into shares of Common Stock of the Company
("Shares") with the number of shares issuable upon such conversion
being equal to the dollar amount converted at a price of $0.10 per
share. Such conversion shall be effectuated by surrendering
the Notes to be converted to the Company, with the form of
conversion notice attached to the Note as Exhibit A, executed by
the Holder of the Note evidencing such Holder's intention to
convert this Note, and accompanied, if required by the Company, by
proper assignment hereof in blank. Accrued but unpaid
interest shall be subject to conversion, at the Holder’s
election. No fraction of Shares or script representing
fractions of Shares will be issued on conversion, but the number of
Shares issuable shall be rounded to the nearest whole Share.
The date on which notice of conversion is given shall be
deemed to be the date on which the Holder has delivered this Note,
with the conversion notice duly executed, to the Company, or if
earlier, the date set forth in such notice of conversion if the
Note is received by the Company within five business days
thereafter. Holder will also have the option of exchanging
this note or a portion thereof for other outstanding securities of
the Company. In the event of a merger, or the sale of a
majority interest in the company, the Holder’s rights under
this paragraph will be accelerated to the effective date of the
merger.
5.
No provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to
pay the principal of, and interest on, this Note at the time,
place, and rate, and in the coin or currency herein prescribed.
This Note and all other Notes now or hereafter issued on
similar terms are direct obligations of the Company. This
Note ranks equally with all other Notes now or hereafter issued
under the terms set forth herein with respect to this Note offering
of up to $3,000,000.
6.
The Company hereby expressly waives demand and
presentment for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, notice of acceleration or intent to
accelerate, bringing of suit and diligence in taking any action to
collect amounts called for hereunder and shall be directl
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