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 July
31, 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 July 30th,
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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As further consideration, the
Company grants to the Holder the right to purchase 150,000 of the
Company's common shares at $0.075 per share (the "Option"). The
common shares underlying the option shall have no registration
rights, and no "piggy back" registration rights. The option shall
expire on July 30, 2009.
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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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3)
Conversion
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Conversion.
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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c)
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Method of
Conversion.
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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) Delivery of Common Stock
Upon Conversion. 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 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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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
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