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EXHIBIT 10.3 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 $30,000
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November 19, 2008,
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with an effective date
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of September 18, 2007
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FOR VALUE RECEIVED, the undersigned, RX Scripted, Inc., which has a
business address of 201 Creekvista Drive, Holly Springs, North
Carolina 27540 ("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 Thirty
Thousand Dollars ($30,000), 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
18, 2007, the date of the parties’ entry into an engagement
agreement (the “Engagement Agreement”).
This Note amends, replaces and supersedes a promissory note entered
into between the parties on or around March 11, 2008.
The Engagement Agreement requires the Maker to pay the Payee
$35,000 in total, along with 1,500,000 shares of the Maker’s
common stock, which shares have previously been issued, for legal
services rendered and to be rendered in connection with the
preparation of articles of incorporation, bylaws, organizational
minutes, a private placement memorandum and an accompanying
subscription agreement and registration rights agreement, an SB-2
registration statement for filing with the Securities and Exchange
Commission, amended filings of the Form SB-2 registration
statement, filing of Form D with the SEC and responding to NASD
comments in connection with a 15c211 filing, as well as
corporate/securities matters requested by the
Company. That amount includes $5,000 upon execution of
the Engagement Agreement, which amount has already been received by
the Payee.
This Promissory Note evidences the remaining $30,000 owed to
Payee pursuant to the Engagement Agreement.
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1.
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Interest on the unpaid balance of this Note shall bear interest
at the rate of seven percent (7%) 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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2.
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The principal amount of this Note shall be due and payable on
April 30, 2009 (the “Maturity Date”).
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3.
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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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4.
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This Note (and any accrued and 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 (6th) 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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5.
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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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6.
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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
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