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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 the order of
WILLIAM A MOBLEY, JR .
(the “Payee”), the principal amount of One Hundred
Fourteen Thousand Dollars ($114,000.00), 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, on demand. . Interest on
the principal amount of this Note shall be deemed to have commenced
on December 20, 2007.
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 demand 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.
Security .
Payment of this Note is secured by the collateral described in a
certain Security Agreement of even date herewith by and between the
Maker and the Payee (the “Security
Agreement”).
Remedies .
If the Maker shall for any reason fail to make any payment due
hereunder upon demand therefor, then:
(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 demand 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;
(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;
and
(4)
the
Holder shall be entitled to exercise any or all of his rights
and remedies pursuant to the Security Agreement or otherwise
as provided by law.
Conversion .
At any time after August 6, 2008, 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”).
Any
such conversion shall take place upon the delivery by the
Holder of written notice of conversion to the Maker, together
with this Note marked “cancelled.” The Maker shall
promptly deliver to the Holder one or more certificates
representing the shares of Common Stock into which the
principal amount of this Note shall have been so converted. If
the Holder elects to convert a portion, but not all, of the
principal amount of this Note, then the Maker shall also
promptly deliver to the Holder a new promissory note
substantially similar to this Note but reflecting the new
principal amount thereof.
At
all times after August 6, 2008, the Maker shall reserve and
keep available out of its authorized, but unissued shares of
Common Stock, such number of shares of Common Stock as
shall
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