EXHIBIT 10.5
CONVERTIBLE PROMISSORY NOTE
FACE AMOUNT AS OF JANUARY 31,
2008
U.S. $294,864
Issue
Date
June
18, 2009
FOR VALUE RECEIVED, Vital Products, Inc., a Delaware corporation
(the
"Company"), hereby promises to pay Metro One Development, Inc., a
Delaware
corporation, (the "Holder") the Face Amount in such amounts, at
such times and
on such terms and conditions as are specified herein (this "Note").
The Company
acknowledges the Holder paid all consideration for this Note as
of
January 31, 2008.
Article 1. Maturity.
The Face Amount of this Note is payable by July 31, 2010, unless
extended in
writing by both the Company and the Holder (the "Maturity
Date").
Notwithstanding any provision to the contrary in this Note, the
Company may
pay in full to the Holder the Face Amount, or any balance remaining
thereof,
in common stock, as set forth in Article 2, or readily available
funds at any
time and from time to time without penalty. Any balance remaining
outstanding
on the Maturity shall automatically be converted into common stock
in
accordance with Article 2.
Article 2. Payment.
2.1. Payment in Cash. The outstanding balance of this Note is
payable cash or in shares of the Company's common stock, at
the Company's option.
2.2. Payment in Stock.
(a) Conversion. If the Company elects to convert any portion
of the outstanding balance of this Note into shares of the
Company's common stock, it may do so at any time in
accordance with Article 1, at its sole option. The number
of shares of common stock issuable upon the conversion of
this Note shall be determined pursuant to Section 2.1(c).
(b) Common Stock to be Issued. Upon the conversion of any
portion of this Note, the Company shall instruct its
transfer agent to issue stock certificates representing
the number of shares of common stock issuable upon such
conversion,
as applicable. The Company shall act as
registrar and shall maintain an appropriate ledger
containing the necessary information with respect to the
balance of the Note. The Company warrants that no
instructions, other than these instructions, have been
given or will be given to the transfer agent and that the
common stock shall otherwise be freely resold, except as
may be set forth herein or subject to applicable law.
(c) Conversion Rate. The Company shall convert the
outstanding principal due under this Note, or any portion
thereof, at a conversion price of $0.01 (the "Conversion
Price"). The number of shares of the Company's common
stock issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the
outstanding principal amount of this Note to be converted
by (y) the Conversion Price. No fractional shares or scrip
representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be
rounded up or down, as the case may be, to the nearest
whole share.
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Article 3. Interest. There shall be no interest due
under this Note.
Article 4. Certain Adjustments.
(a) Stock Splits. If the Company, at any time while this Note
is
outstanding, (i) subdivides outstanding shares of its common
stock into a larger number of shares, or (ii) combines
(including by way of a reverse stock split) outstanding shares
of common stock into a smaller number of shares, and absent a
merger or acquisition transaction, the Conversion Price will
remain at $0.01 as set forth in Article 2.
(b) Adjustment for Reclassification, Exchange and Substitution.
If at any time or from time to time after the common stock
issuable upon the conversion of this Note is changed into the
same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or
otherwise (other than a transaction provided for elsewhere in
this Article 4), in any such event, the Company shall convert
any portion of the outstanding balance of this Note into the
kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or
other change by holders of the maximum number of shares of
common stock into which the outstanding balance of this Note
&
