Exhibit
4.1
CONVERTIBLE PROMISSORY
NOTE
THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
HOME SAVERS HOLDING
CORP.
CONVERTIBLE PROMISSORY
NOTE
$_______________ ___________,
2009
FOR VALUE RECEIVED, the undersigned, HOME SAVERS
HOLDING CORP., a company organized under the laws of the State of
Florida (the “Company”), promises to pay to the order
of ______________________________ or its registered assigns (the
“Holder”), the principal sum of
__________________________ Dollars ($____________), with interest
from the date hereof at the rate of 10% per annum on the unpaid
balance hereof until paid. Payment shall be made to the
Holder at the address last appearing on the Note register of the
Company or as designated in writing by the Holder from
time-to-time.
1. Principal
. If not earlier converted pursuant to Section 3(a)
hereof, the principal of this Note shall be payable one year from
the date of issuance (“Due Date”). This Note
is subject to conversion upon the occurrence of a Conversion Event
described in Section 4(a). This Note is
unsecured.
2. Interest
. Interest on the unpaid principal balance of this Note
shall accrue at the rate of 10% per annum compounded annually
(computed on the basis of a 365-366 day year (as applicable) based
on actual days elapsed) commencing on the date hereof, and payable
in stock or cash, at the sole discretion of the Company, on the Due
Date. The Company agrees to pay interest after the
occurrence of an Event of Default at a rate of eighteen percent
(18%) per annum (the “Default Rate”) until the Event of
Default is cured. For purposes herein, an “Event
of Default” exists if the Company fails to make a payment
required by Section 1 or 2 hereof and such failure is not cured
within 10 days following the Company’s receipt of written
notice from the Holder.
(a) Interest Payable
in Stock. Provided that the Company first becomes a
company required to file periodic reports with the Securities and
Exchange Commission under Sections 13 or 15 of the Securities
Exchange Act of 1934 (a “Reporting Company”), the
Company may, in its sole discretion, pay interest on the Note in
shares of the Common Stock of the Company on the basis of $0.50 per
share of Common Stock.
3. Conversion
Events and Mechanics of Conversion .
(a) Conversion. Conversion
shall occur automatically upon the Company’s becoming a
Reporting Company (the “Conversion
Event”). Upon the Conversion Event, the entire
unpaid principal balance of this Note plus any unpaid interest will
automatically convert into Common Stock of the Company at a price
equal to the conversion price of $0.50 per share.
(b) Warrant
Coverage. The Holder will receive 50% warrant coverage
on this Note. The warrant will be exercisable for shares of Common
Stock at an exercise price of $1.00 per share for a term of three
(3) years from the date of this Note. For example,
assuming the Note is for $100,000, the underlying Note conversion
price is $.50 and the total number of shares of Common Stock
issuable upon exercise of the warrant is 100,000 (200,000 shares x
50%).
(c) Mechanics
of Conversion. The Company shall not be obligated to
issue certificates evidencing the Common Stock issuable upon the
Conversion Event unless this Note is either delivered to the
Company, duly endorsed, at the office of the Company, or the Holder
notifies the Company that this Note has been lost, stolen or
destroyed and executes an agreement satisfactory to the Company to
indemnify the Company from any loss incurred by it in connection
with this Note. As soon as practicable after delivery of
the Note, or delivery of an agreement and indemnification in the
case of a lost Note, the Company shall issue and deliver to the
Holder a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled (the
“Conversion Shares”).
(d) Common
Stock to be Restric
