Exhibit 10.1
NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.
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Principal Amount $
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Issue Date: April 27, 2007
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CONVERTIBLE PROMISSORY
NOTE
FOR VALUE RECEIVED, IVOW, INC., a
Delaware corporation (the “ Borrower ”), hereby
promises to pay to the order of
(the “ Holder ”) the sum of
($ )
(“ Principal Amount ”), with interest thereon,
on April 27, 2009 (the “ Maturity Date ”), if
not sooner paid, unless this Convertible Promissory Note (“
Note ”) is converted pursuant to Article 3
below.
ARTICLE 1
INTEREST
1.1
Rate of Interest . The principal balance shall bear
interest at the rate of ten percent (10%) per annum simple
interest.
1.2
Maximum Payments . Nothing contained in this Note
shall be deemed to establish or require the payment of a rate of
interest or other charges in excess of the maximum permitted by
applicable law. In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall
be credited against amounts owed by the Borrower to the Holder and
thus refunded to the Borrower.
ARTICLE 2
PAYMENT
2.1
Payment . Subject to Article 3, the entire principal
balance and all accrued interest shall be paid in full without
setoff, deduction or counterclaim on the Maturity Date.
2.2
Prepayment . The Borrower shall have the right to
prepay all or any part of the outstanding balance of this Note
after fifteen (15) days prior written notice without charge or
premium.
2.3
Application of Payments . All payments received,
irrespective of how they may be designated by the Borrower, shall
be applied first to charges other than interest and principal, if
any, owing hereunder, then to accrued interest, then to
principal.
ARTICLE 3
CONVERSION RIGHTS
3.1
Holder’s Voluntary Conversion Rights . The
Holder shall have the option, but not the obligation, to convert
any portion of the outstanding principal of this Note and the
accrued interest thereon into shares of the Borrower’s common
stock at a conversion price equal to $0.075 per share. Holder shall
not have the option to convert prior to April 27, 2008. Not
excluding the foregoing, Holder can convert anytime within fifteen
(15) days of receiving a notice of prepayment from Borrower in
accordance with Section 2.2.
3.2
Mechanics of Holder’s Conversion . In the event
that the Holder elects to convert any amounts outstanding under
this Note pursuant to Section 3.1, the Holder shall give notice of
such election by delivering an executed and completed notice of
conversion (a “ Notice
of Conversion ”) to the Borrower,
which shall provide a breakdown in reasonable detail of the
principal, accrued interest and amounts being converted, and this
original Note. Pursuant to the terms of a Notice of
Conversion, the Borrower will issue certificates representing the
shares that have been converted to the Holder. Upon any
partial conversion of this Note, a replacement Note containing the
same date and provisions of this Note shall be issued by the
Borrower to the Holder for the outstanding principal and accrued
interest which shall not have been converted or paid.
3.3
Reservation . During the period that this Note is
outstanding, the Borrower will reserve from its authorized and
unissued Common Stock the number of shares to provide for the
issuance of Common Stock upon the full conversion of this
Note. Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and
non-assessable. Borrower agrees that its issuance of this
Note shall constitute full authority to its officers, agents, and
transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary
certificates for shares upon the conversion of this
Note.
ARTICLE 4
EVENTS OF DEFAULT
The occurrence of any of the
following events of default (“ Event of Default
”) shall, at the option of the Holder hereof, make all sums
of principal and interest then remaining unpaid hereon and all
other amounts payable hereunder immediately due and payable, upon
demand, without presentment, or grace period, all of which hereby
are expressly waived, except as set forth below:
(a)
Failure to Pay . The Borrower fails to pay the
Principal Amount, interest or other sum due under this Note when
due and such fail
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