AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note |
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MICHAEL LAMBERT, INC. | Loev Law Firm, PC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Convertible Promissory Note by:
Exhibit 10.18
THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
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US $10,000 |
October 6, 2008, |
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w ith an effective date |
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of September 7, 2007 |
FOR VALUE RECEIVED , the undersigned, Michael Lambert, Inc., which has a business address of 121 Interpark Blvd., Suite 1204, San Antonio, Texas, 78216 ("Maker"), hereby promises to pay to the order of The Loev Law Firm, PC, whose address is 6300 West Loop South, Suite 280, Bellaire, Texas 77401 ("Payee"), the principal sum of Ten Thousand Dollars ($10,000), in lawful money in United States of America, which shall be legal tender, bearing interest and payable as provided herein. This Amended and Restated Convertible Promissory Note (this “Note” or “Promissory Note”) has an effective date of September 7, 2007, the date of the parties’ entry into a revised engagement agreement (the “Engagement Agreement”).
This Note amends, replaces and supersedes a promissory note entered into between the parties on or around September 28, 2007.
The Engagement Agreement requires the Maker to pay the Payee $32,500 in total, along with 550,000 shares of common stock and 350,000 warrants to purchase shares of the Maker’s common stock, which shares and warrants have previously been issued, for legal services rendered and to be rendered in connection with Maker’s Form SB-2 Registration Statement. That amount includes $5,000 upon the receipt of the Maker’s first round of comments on its Form SB-2 Registration Statement, $7,500 upon the Form SB-2 Registration Statement being declared effective with the Commission and $10,000 previously paid to Payee. This Promissory Note evidences the remaining $10,000 owed to Payee pursuant to the Engagement Agreement.
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Interest on the unpaid balance of this Note shall bear interest at the rate of five percent (5%) per annum, which interest shall accrue from the effective date until the Maturity Date (as defined below), unless prepaid prior to such Maturity Date. All past-due principal and interest (which failure to pay such amounts shall be defined herein as an “Event of Default”) shall bear interest at the rate of fifteen percent (15%) per annum until paid in full. Interest will be computed on the basis of a 360-day year. |
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The principal amount of this Note shall be due and payable on March 31, 2009 (the “Maturity Date”). |
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This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty. |
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This Note (and any accrued an unpaid interest hereon) shall be convertible into shares of Maker’s common stock from time to time if not paid on or before the Maturity Date, at the sole option of the Payee, upon five (5) days written notice from the Payee to the Maker of the Payee’s desire to convert such Note into shares of common stock at the rate of one share of the Maker’s common stock for each $0.10 owed to Payee pursuant to this Note (the “Conversion Price”), which conversion shall be evidenced by the receipt of the Maker of a Conversion Notice attached hereto as Exhibit A . The Maker shall have five (5) business days after the receipt by the Payee of a Conversion Notice to deliver the shares of common stock converted to Payee (the “Conversion Shares”). If such shares are not delivered prior the sixth (6 th ) day following the Maker’s receipt of the Conversion Notice, such failure to deliver the shares shall constitute an Event of Default of this Note, which shall not discharge the Maker’s requirement to deliver the Conversion Shares. |
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If the Maker at any time or from time to time on or after the effective date of the issuance of this Note (the “Original Issuance Date”) effects a subdivision of its outstanding common stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Maker at any time or from time to time on or after the Original Issuance Date combines its outstanding shares of common stock into a smaller number of shares, the Conversion Price then in effect immediately before the combination shall be proportionately increased. |
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Conversion Shares may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or (ii) the Maker 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”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Note and who is an accredi |
