EXHIBIT 4.1
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 Stealth Fund, LLLP, a Minnesota limited liability, limited
partnership (“Payee”), having its principal address at
1800 2 nd
Street, Suite 758, Sarasota, FL
34236, the sum of three hundred thousand dollars ($300,000). This
Convertible Note (“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 January 1,
2012 (the “Maturity Date”). No advances
shall be made by Payee after the Maturity Date.
2. Payments of Interest and
Principal. The first 6 months of Interest shall be added
to Principal. Thereafter, Interest under this Note shall be payable
monthly, starting July 1, 2009.
3. Interest Rate. The
outstanding principal balance of this Note shall bear interest at a
rate per annum equal to 10% per annum.
4. 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.
5. 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 $0.0015 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 beari
