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THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE
EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.
CONVERTIBLE PROMISSORY
NOTE
FOR VALUE
RECEIVED, Innovative Food Holdings, Inc., a corporation organized
under the laws of the State of Florida (“Payor”)
promises to pay to the order of NAME, or its assigns
(“Holder”) the principal sum of
$XXX,XXX with interest on the outstanding
principal amount at the rate of eight percent (8%) per annum,
compounded annually based on a 365-day year. Interest shall
commence with the date of deposit of funds and shall continue on
the outstanding principal until paid in full. The obligations of
this Note are due in full on DATE(the “Maturity
Date”).
1.
Repayment .
All payments of interest and principal shall be in lawful money of
the United States of America. All payments shall be applied first
to accrued interest and thereafter to principal. Payor may prepay
this Note at any time without penalty.
2.
Place of
Payment . All amounts payable hereunder shall be payable
to Holder at the address it specifies to Payor in
writing.
(a)
Optional
Conversion by Holder . All or any portion of the principal amount due
and owing under this Note may be converted at the option of Holder
into fully paid and non-assessable shares of Stock of the Payor at
any time prior to the Maturity Date upon three (3) days written
notice. No optional conversion may be made if Holder is aware of,
or if Payor notified Holder within 30 days of its conversion
election, any event which would require a conversion under section
3(a) above.
(b)
Number of Shares of Stock
Converted and Conversion Rate . Upon any conversion of all or any portion of
the Note contemplated in sections 3(a) or (b) above, the principal
amount designated by Holder shall be converted into that number of
shares of Stock determined by dividing (i) the principal amount so
elected to be converted by Holder, by the (ii) then applicable
Conversion Rate. If the conversion is pursuant to section 3(b) and
is prior to the Maturity Date, all accrued interest will continue
to accrue; if the conversion is on the Maturity Date, then clause
(i) of this section will include all accrued interest. If a partial
conversion by Holder occurs,
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