Exhibit 4.8
THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE " ACT ") SHALL HAVE BECOME EFFECTIVE WITH RESPECT
THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE OR ANY
SECURITIES ISSUED IN EXCHANGE OR AS REPAYMENT FOR THIS
NOTE.
THE INDEBTEDNESS EVIDENCED BY THIS
NOTE IS SUBORDINATED AS SET FORTH HEREIN.
GENESIS BIOVENTURES,
INC.
Promissory Note
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$500,000.00
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December 29th, 2006
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FOR VALUE RECEIVED, Genesis
Bioventures, Inc., a New York corporation (the "Company") with its
principal executive office at 10940 Wilshire Blvd, Suite 600, Los
Angeles, CA 90024, promises to pay to the order of Firebird Global
Master Fund II, Ltd., at c/o Trident Trust Company (Cayman)
Limited, 1 Capital Place, P.O. Box 847, Grand Cayman, Cayman
Islands (the "Payee" or the "Holder") or registered assigns on May
9, 2007 or 180 days from the date hereof (the “Maturity
Date”) the principal amount of Five hundred thousand dollars
and no/100 Dollars ($500,000.00) (the “Principal
Amount”), in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest on this Note shall
accrue on the Principal Amount outstanding from time to time at a
rate per annum computed in accordance with Section 3 hereof.
Interest shall accrue at the rate of 18% per annum from the date
hereof until the Maturity Date. Accrued interest will be due and
payable at the Maturity Date. Interest shall be payable in cash or
Company common stock at the Holder’s option. If payable in
common stock the common stock shall be valued at the then
conversion price of the Note.
Any payment by the Company pursuant
to this Note shall be made without set-off or counterclaim and in
immediately available funds.
The Company (i) waives presentment,
demand, protest or notice of any kind in connection with this Note
and (ii) agrees, in the event of an Event of Default, to pay to the
holder of this Note, on demand, all costs and expenses (including
reasonable legal fees) incurred in connection with the enforcement
and collection of this Note.
In consideration for the loan
represented by this Note, the Company shall issue to the Payee,
simultaneously herewith, two and one-half shares of the
Company’s Common Stock for each dollar loaned, which shall be
duly authorized, validly issued, fully paid and
non-assessable.
1.
Unsecured Loan . The obligations of the Company hereunder
and under similar notes aggregating the principal amount of up to
$500,000 are unsecured.
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2.
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Computation of
Interest .
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A.
Base Interest Rate . Subject to subsections 3B and 3C below,
the outstanding Principal Amount shall bear interest at the rate
set forth above.
B.
Penalty Interest. In the event the Note is not repaid within
five (5) days of the Maturity Date, the rate of interest applicable
to the unpaid Principal Amount shall be increased to twenty percent
(20%) per annum from and after the Maturity Date provided, that in
no event shall the interest rate exceed the Maximum Rate provided
in Section 3C below.
C.
Maximum Rate . In the event that it is determined that,
under the laws relating to usury applicable to the Company or the
indebtedness evidenced by this Note ("Applicable Usury Laws"), the
interest charges and fees payable by the Company in connection
herewith or in connection with any other document or instrument
executed and delivered in connection herewith cause the effective
interest rate applicable to the indebtedness evidenced by this Note
to exceed the maximum rate allowed by law (the "Maximum Rate"),
then such interest shall be recalculated for the period in question
and any excess over the Maximum Rate paid with respect to such
period shall be credited, without further agreement or notice, to
the Principal Amount outstanding hereunder to reduce said balance
by such amount with the same force and effect as though the Company
had specifically designated such extra sums to be so applied to
principal and the Payee had agreed to accept such extra payment(s)
as a premium-free prepayment. All such deemed prepayments shall be
applied to the principal balance payable at maturity. In no event
shall any agreed-to or actual exaction as consideration for this
Note exceed the limits imposed or provided by Applicable Usury Laws
in the jurisdiction in which the Company is resident applicable to
the use or detention of money or to forbearance in seeking its
collection in the jurisdiction in which the Company is
resident.
A.
Voluntary Conversion . At any time after the date hereof
until this Note is no longer outstanding, this Debenture shall be
convertible, in whole or in part, into shares of Company Common
Stock at the option of the Holder, at any time and from time to
time. The Holder shall effect conversions by delivering to the
Company a Notice of Conversion specifying therein the principal
amount of this Debenture to be converted and the date on which such
conversion shall be effected (such date, the “ Conversion
Date ”). If no Conversion Date is specified in a Notice
of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder. Conversions
hereunder shall have the effect of lowering the outstanding
principal amount of this Debenture in an amount equal to the
applicable conversion. The Holder and the Company shall maintain
records showing the principal amount(s) converted and the date of
such conversion(s).
B.
Conversion Price . The conversion price in effect on any
Conversion Date shall be equal to $0.20 (subject to adjustment
herein) (the “ Conversion Price ”).
C.
Reservation of Shares Issuable Upon Conversion . The Company
covenants that it will at all times reserve and keep available out
of its authorized and unissued shares of Common Stock for the sole
purpose of issuance upon conversion of this Note and payment of
interest on this Note, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of
persons other than the Holder (and the other holders of the Notes),
not less than such aggregate number of shares of the Common Stock
as shall (subject to the terms and conditions set forth in the
Purchase Agreement) be issuable (taking into account the
adjustments and restrictions hereof) upon the conversion of the
outstanding principal amount of this Note and payment of
inter
