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THE
SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION
STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS.
MEGA
MEDIA GROUP, INC.
9%
CONVERTIBLE PROMISSORY NOTE
Amount
$100,000.00
Issuance Date June 16,
2008
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1)
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MEGA
MEDIA GROUP INC. a Nevada corporation (the "Company") for
value received hereby promises to pay to Jaworek Capital LLC.
or its registered assigns (the "Holder") on the earlier of:
(1) the closing by the Company of a private placement offering
of its securities or an underwritten public offering by the
Company of its securities; or June 15th 2009 (the "Maturity
Date") at the principal offices of the Company the principal
sum of $100,000.00 in such coin or currency of the
United States of America as at the time of payment shall be
legal tender for the payment of public and private debts and
to pay interest on the outstanding principal balance at the
Maturity Date as hereinafter provided.
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i)
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Interest
accrued during the term of this Note in its entirety on or
within five (5) calendar days of the Maturity Date. Accrued
interest maybe be converted into shares based on the same
conversion rate as the principal amount as listed below in
section 2. The Note will bear interest at the rate of nine
percent (9%) per annum on the principal balance until this
Note shall be paid in full.
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a)
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The
Holder shall have the right from time to time, and at any time
on or prior to the Maturity Date to convert
all or any part of the outstanding and unpaid principal amount
of this Note into fully paid and non-assessable shares of
Common Stock, $.001 par value per share. The number of shares
of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing the amount of principal and
accrued interest to be converted ("Conversion Amount") by the
applicable Conversion Price then in effect on the date
specified in the notice of conversion, in the form attached
hereto as Exhibit A (the "Notice of Conversion"). The
Conversion Price shall be equal to the average closing bid
price of the Common Stock (as reported by Bloomberg
L.P.) on the OTC Bulletin Board for the ten (10) trading days
prior to the
date of the Conversion Notice (the "Conversion Date")
multiplied by .80 provided that the Notice of Conversion is
submitted by facsimile (or by other means resulting in, or
reasonably expected to result in, notice) to the Company
before 6:00 p.m., New York, New York time on such Conversion
Date.
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b)
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Conversion Price Limit. Notwithstanding the
provisions in Section 2(a), the Conversion Price shall not exceed
$.40.
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i)
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Mechanics of
Conversion. This Note may be converted by the Holder
in whole or in part at any time from time to time after the Note is
issued to the Holder, by (A) submitting to the Company a Notice of
Conversion (by facsimile or other reasonable means of communication
dispatched on the Conversion Date prior to 6:00 p.m., New York, New
York time) and (B) surrendering this Note at the principal office
of the Company.
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ii)
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Upon
receipt by the Company from the Holder of a facsimile
transmission
(or other reasonable means of communication) of a Notice of
Conversion, the Company shall issue and deliver or cause to be
issued and delivered to or upon the order of the Holder
certificates for the Common Stock
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issuable
upon such conversion within five (5) business days after such
receipt (and, solely in the case of conversion of the entire
unpaid principal amount hereof, surrender of this
Note).
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4)
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Concerning the Shares. The shares of Common Stock issuable
upon conversion of this Note may not be sold or transferred
unless
(i) such shares are sold pursuant to an effective registration
statement under the Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration or (iii) such shares are sold or
transferred pursuant to Rule 144 under the Act (or a successor
rule)
("Rule 144"). Until such time as
the shares of Common Stock issuable upon conversion of this
Debenture have been registered under the Act or otherwise may be
sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon
conversion of this Debenture that has not been so included in an
effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits
removal of the legend, shall bear a legend substantially in the
following form, as appropriate:
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"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE
SOLD,
TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT
FOR THE
SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
SUBSTANCE
AND
SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD
PURSUANT TO RULE 144
OR
REGULATION S UNDER SAID ACT."
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The
legend set forth above shall be removed and the Borrower shall
issue to the Holder a new certificate therefor free of any
transfer legend if (i) the Borrower or its transfer agent
shall have received an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of
such Common Stock may be made without registration under the
Act and the shares are so sold or transferred, (ii) such
Holder provides the Borrower or its transfer agent with
reasonable assurances that the Common Stock issuable upon
conversion of this Debenture (to the extent such securities
are deemed to have been acquired on the same date) can be sold
pursuant to Rule 144 or (iii) in the case of the Common Stock
issuable upon conversion of this Debenture, such security is
registered for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be
sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be
immediately sold. Nothing in this Debenture shall (i) limit
the Borrower's o
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