THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES OF COMMON STOCK
INTO WHICH ALL OR A PORTION OF THE PRINCIPAL AMOUNT HEREOF AND
INTEREST ACCRUED THEREON MAY BE CONVERTED MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED,
OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A
REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO,
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH
SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION,
ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THAT ACT AND ANY OTHER APPLICABLE SECURITIES
LAWS.
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, WEB2 CORP .,
a Delaware corporation (the “Maker”), promises to pay
to
WHWW FIVE, LLC ,
a Florida limited liability company (the “Payee”), the
principal amount of Three Hundred Thousand Dollars ($300,000.00),
together with simple interest on the principal amount of this
Convertible Promissory Note (the “Note”) from time to
time outstanding at the rate of eighteen percent (18%) per annum.
Interest on the principal amount of this Note shall be deemed to
have commenced on January 1, 2008.
Interest
accrued on the principal amount of this Note from time to time
outstanding shall be due and payable on August 5, 2008,
February 5, 2009, August 5, 2009 and February 5, 2010. The
entire principal amount of this Note, together with all
accrued but unpaid interest thereon, shall be finally due and
payable on February 5, 2010.
Pre-Payment
. The
principal amount of this Note and any interest accrued thereon may
be prepaid in whole or in part at any time prior to maturity
without premium or penalty of any kind. Any amount paid to the
Payee or other holder hereof (collectively, the
“Holder”) shall be applied first to interest accrued to
the date of such payment and then to the principal amount hereof
then outstanding.
Events of Default .
The occurrence of any one or more of the following events or
conditions shall constitute an “Event of Default” under
this Note:
(a)
The
Maker shall fail for any reason to make any payment, whether
of principal, interest or otherwise, when due and payable
pursuant to the provisions of this Note;
(b)
The
Maker shall (i) admit in writing its inability to pay its
debts generally as they become due, (ii) file a voluntary
petition under any bankruptcy, insolvency or other law for the
relief or aid of debtors, including without limitation the
Bankruptcy Code of 1978, as amended, (iii) make any assignment
for the benefit of its creditors or (iv) enter into any
composition agreement;
(c)
An
involuntary petition shall be filed against the Maker under
any bankruptcy, insolvency or other law for the relief or aid
of debtors, including without limitation the Bankruptcy Code
of 1978, as amended, which involuntary petition is not
dismissed within sixty (60) days after the date of the filing
thereof;
(d)
Any
court of competent jurisdiction shall find that the Maker is
insolvent or bankrupt;
(e)
A
receiver or trustee shall be appointed for the Maker or for
all or a substantial portion of its assets and
properties.
(f)
The
Maker shall fail to observe or to perform any or all of its
agreements, covenants and obligations, or shall otherwise
breach, violate or default under, any material agreement,
note, mortgage, lease, contract, guaranty or other instrument
to which it is a party or by which it or any or all of its
properties or assets are bound;
(g)
The
Maker shall fail to observe or to perform any or all of its
agreements, covenants and obligations, or shall otherwise
breach, violate or default under, that certain Settlement
Agreement dated February 6, 2008 by and between the Maker and
the Payee;
(h)
A
final judgment shall be entered against the Maker which is not
satisfied or bonded in full within thirty (30) days after the
date of the entry thereof;
(i)
Any
or all of the assets and properties of the Maker shall be
levied upon, seized or attached;
(j)
All
or a substantial portion of the assets and properties of the
Maker shall be lost, stolen, damaged or
destroyed;
(j)
The
Maker shall enter into any agreement to, or shall, sell all or
substantially all of its assets and properties, or merge or
consolidate with or into any other corporation or entity;
or
(k)
The
Maker shall cease to conduct its business, adopt any plan of
liquidation, liquidate or dissolve.
Remedies .
Upon the occurrence of an Event of Default:
(1)
at
the option of the Holder, all amounts outstanding hereunder,
whether principal, interest or otherwise, shall become
immediately due and payable;
(2)
simple
interest shall accrue on the then outstanding principal amount
hereof from the date of any such Event of Default to the date
of payment in full of the then outstanding principal amount
hereof at the highest rate of interest permitted by the laws
of the State of Florida; and
(3)
the
Maker shall pay all reasonable costs and expenses of
collection of this Note, including without limitation
reasonable attorneys’ fees, costs and expenses, paid or
incurred by the Holder hereof, whether paid or incurred in
connection with collection by suit or otherwise.
Conversion .
All or any portion of the outstanding principal amount of this Note
and interest accrued hereon may be converted into shares of common
stock, par value $.001 per share, of the Maker (the “Common
Stock”), at a conversion price of Two Cents ($0.02) per share
of Common Stock (the “Conversion Price”), as
follows:
(a)
At
any time after August 6, 2008, up to One Hundred Thousand
Dollars ($100,000.00) of the outstanding principal amount of
this Note and interest accrued hereon may be converted into
shares of Common Stock at the Conversion Price.
(b)
At
any time after February 6, 2009, up to Two Hundred Thousand
Dollars ($200,000.00) of the outstanding principal amount of
this Note and int
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