EXHIBIT 10.1
CONVERTIBLE NOTE IN FAVOR OF GORDON
E. BECKSTEAD
DATED SEPTEMBER 30, 2008
THE SECURITIES
REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE
SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED
(WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE
ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR
SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY
SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE
ACTS.
V2K INTERNATIONAL,
INC.
A Colorado
Corporation
CONVERTIBLE NOTE
September 30, 2008
V2K
INTERNATIONAL, INC., a Colorado corporation (the “
Company ”), is indebted and, for value received,
promises to pay to the order of Gordon E. Beckstead on June
30, 2009 (the “ Maturity Date ”), (unless this
Note shall have been sooner called for prepayment as herein
provided), upon presentation of this Note, THREE HUNDRED SIXTY
THOUSAND, FOUR HUNDRED AND THIRTEEN DOLLARS ($360,413.00
) (the “ Principal Amount ”) and to pay interest
on the Principal Amount at a rate equal to Twelve Percent (12%) per
annum.
The Company
covenants, promises and agrees as follows:
1.
Collateral . As security for the obligations of
the Note, the Borrower pledges and grants to Lender a security
position in the assets of Borrower’s wholly owned subsidiary,
V2K Technology.
2.
Interest. Interest which shall accrue on the Principal
Amount shall be payable in cash in semi-annual installments on
January 15 and July 15 in each and every calendar year until the
Principal Amount and all accrued and unpaid interest shall have
been paid in full. Interest on this Note shall accrue from October
1, 2008. If this date is other than the first day of a
semi-annual period, the interest payable shall be prorated upon the
number of days of such semi-annual period during which this Note
shall have been issued and outstanding. All accrued and unpaid
interest shall be payable on the Maturity Date. The first payment
of interest shall be made on January 15, 2009.
3.
Extension of Maturity Date. At the option of the
Company, the Maturity Date of this Note may be extended for up to
an additional three (3) months upon written notice to the holder of
this Note as it appears on the books of the Company, so long as the
Company is not in default under the terms of this Note.
V2K
International, Inc. Convertible Note -
Page 1 of 5
4.1.
Holder’s Right to Convert. The holder of
this Note shall have the right, at such holder’s option, at
any time, to convert all or any portion of this Note into such
number of fully paid and nonassessable shares of Common Stock of
the Company as shall be provided herein.
4.2
Conversion Price . The Conversion Price shall be
equal to 90% of the volume-weighted average price of the
Company’s Common Stock for the 20 consecutive trading days
ending on the trading day immediately preceding the Conversion
Date; provided, however, that the Conversion Price shall not be
less than $0.15.
4.3.
Notice of Conversion. The holder of this Note
may exercise the conversion right provided in this Section 3 by
giving written notice (the “ Conversion Notice
”) to the Company of the exercise of such right and stating
the name or names in which the stock certificate or stock
certificates for the shares of Common Stock are to be issued and
the address to which such certificates shall be delivered. The
Conversion Notice shall be accompanied by the Note. The number of
shares of Common Stock that shall be issuable upon conversion of
the Note shall equal the Principal Amount to be converted divided
by the Conversion Price, rounded to the nearest whole
share.
4.4.
Conversion Procedure . Conversion shall be deemed
to have been effected on the date the Conversion Notice is given
(the “ Conversion Date ”). Within ten (10)
business days after receipt of the Conversion Notice, the Company
shall issue and deliver by hand against a signed receipt therefor
or by United States registered mail, return receipt requested, to
the address designated by the holder of this Note in the Conversion
Notice, a stock certificate or stock certificates of the Company
representing the number of shares of Common Stock to which such
holder is entitled and a check or cash in payment of all interest
accrued and unpaid on the Note up to and including the Conversion
Date.
4.5.
Taxes. The Company shall pay all documentary, stamp or other
transactional taxes and charges attributable to the issuance or
delivery of shares of stock of the Company upon conversion;
provided, however, that the Company shall not be required to pay
any taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificate for such shares in a
name other
