E
XHIBIT 4.2
NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
$300,000 CONVERTIBLE NOTE
FOR
VALUE RECEIVED, ICC WORLDWIDE, INC. (the “Maker”
or the “Company”), a Delaware corporation, having
a mailing address at 3334
E. Coast Hwy #424 Corona del Mar, CA 92625 ,
hereby promises to pay to the order of the Karyn M. Blaise
Irrevocable Trust (“Payee”), having its principal
address at 1800 2
nd Street,
Suite 758, Sarasota, FL 34236, the sum of $300,000. This
Convertible Note (this “Note”) is issued due to loans
for the Company’s operations, for advances to be made, from
time to time, as reasonably needed for the Company’s
operations.
1.
Maturity. The amount outstanding under this Note will be due
and payable at the address of Payee or such other place as
Payee may designate on June 30, 2010 (the “Maturity
Date”). No advances shall be made by Payee after the
Maturity Date.
2.
Payments of Interest and Principal. The first 3 months of
Interest shall be added to Principal. Thereafter, Interest
under this Note shall be payable monthly, starting November 1,
2008.
3.
Interest Rate. The outstanding principal balance of this Note
shall bear interest at a rate per annum equal to 10% per
annum.
7.
Alternative Method of Payment / Optional
Prepayment
A.
Alternate Methods of Payment: Subject to the conditions set
forth below and customary equity conditions (including an
effective registration statement with respect to such shares),
the Company may elect to make such payments of principal and
interest under the Note, in shares of the Company’s
common stock. Each share of the of the Company’s Common
stock will be valued at the Conversion Price (as defined in
Section 5 below), as determined at the lesser of (1) on the
day the Company gives notice, or (2) on the day the Company
delivers the shares. The Company is required to notify Payee
of its election to make such payment in shares at least ten
days prior to the payment date. Notwithstanding anything
herein to the contrary, the Company’s right to make such
payment in shares in lieu of cash can only be made if the
volume weighted average price of the Company’s common
stock has been trading at a price of $0.025 or above per share
for 10 consecutive days prior to the date of the payment date
and the average daily trading volume is at least 15 times the
number of shares to be so issued hereby as
payment.
B.
Pre-Payment Option: The Company may at any time and from time
to time, upon written notice (“Prepayment Notice”)
under Section 10 below, prepay part or all of the outstanding
Notes without penalty. In the event that Maker sends a
Prepayment Notice to Payee, Payee may elect within 10 days
following the receipt of such notice to convert into common
stock of ICC WORLDWIDE, INC. (“ICC WORLDWIDE, INC.
Common Stock”), pursuant to Section 5 hereof, all or
part of the amount of principal to be repaid by the proposed
Prepayment instead of receiving such prepayment.
8.
Optional/Mandatory Conversion. At any time prior to repayment
of all amounts as under the Note, but not sooner than six
months from the date of this Note, all or any portion of the
principal amount of the Note shall be convertible at the
option of the Payee into fully paid and non-assessable shares
of ICC WORLDWIDE, INC. Common Stock. The number of shares of
ICC WORLDWIDE, INC. Common Stock that Payee shall be entitled
to receive upon conversion shall be equal to the number
attained by dividing the principal, including accrued interest
pursuant to the Note being converted by the Conversion Price.
The “Conversion Price” shall be equal to $0.007
per share as may be adjusted from time to time as set forth
below.
A.
In order to exercise the conversion privilege, Payee shall
give written notice of conversion to Maker stating
Payee’s election to convert this Note or the portion
thereof (the “Conversion Notice Date”) in whole or
in part, as specified in said notice. As promptly as
practicable after receipt of the notice, Maker shall issue and
shall deliver to Payee a certificate or certificates for the
number of full shares of ICC WORLDWIDE, INC. Common Stock
issuable upon the conversion of this Note or portion thereof
registered in the name of Payee in accordance with the
provisions of this Section 5.
B.
Each conversion shall be deemed to have been effected on the
date the conversion notice shall have been received by Maker,
as aforesaid, and Payee shall be deemed to have become on said
date the Payee of record of the shares of Common Stock
issuable upon such conversion. No fractional shares of Common
Stock shall be issued upon conversion of this Note. Any
amounts so converted shall not be reborrowed.
C.
The Payee shall not be entitled to shares upon conversion, if
such conversion would result in beneficial ownership by the
Payee and its affiliates of more than 4.99% of the outstanding
shares of common stock of the Company on such exercise or
Conversion Notice Date, including:
(i)
the number of shares of common stock beneficially owned by the
Payee and its affiliates.
(ii)
the number of shares of common stock issuable upon the
exercise of the warrant and/or options and/or
conversion.
For
the purposes of this provision, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. The Payee may void the exercise limitation
described in this Section upon 61 days prior written notice to
the Company. The Payee may allocate which of the equity of the
Company deemed beneficially owned by the Payee shall be
included in the 4.99% amount described above and which shall
be allocated to the excess above 4.99%.
D.
In the event that a conversion notice is sent to the Maker,
and the shares are not issuable to the Payee because it would
cause the Payee’s shareholdings in the Company to exceed
4.99%, the Maker shall instead issue a two year non-interest
bearing, fixed price, convertible note, with the same terms as
herein, except that the conversion price shall be fixed and
equal to the conversion price on the notice of conversion as
may be adjusted from time to time under Section 5(F) below. At
the two year maturity of the non-interest bearing fixed price
convertible note, if Payee’s shareholdings in the
Company still exceed 4.99% under this
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