Exhibit 4.3
EXHIBIT B
CONVERTIBLE PROMISSORY NOTE
INVESTMENT NOTE 2
(the “Note”)
FOR VALUE RECEIVED, the undersigned,
("Borrower") promises to pay to Catino, SA, ("Lender"), with an
address of Aquilino de la Guardia 8, P.O. Box
0823-02435, Panama, Republic of Panama, or at such place
or places as Lender may designate, the principal sum of Five
Hundred Thousand ($500,000) Dollars, without defalcation or
discount, for value received, with interest thereon at the rate set
forth below, all in lawful money of the United States
(collectively, the "Loan).
1.
Term . The
term of this Loan (the "Term") shall be for eighteen (18)
months.
2.
Interest
. Interest will be charged and accrue on that part of
outstanding principal which has not been paid at the rate of twelve
percent (12 %) per annum (the
“Rate”). Interest will be charged beginning
on the date Borrower receives all of the principal and will
continue until the full amount of principal Borrower has received
has been paid.
3.
Payments
. Payments shall be payable at1001 North America Way
Suite 201, Miami, FL 33132 or at such other place as the Lender may
designate, in writing, and shall be repaid as follows:
Subject to the provisions contained
in paragraph 4, the Loan shall be repaid at the end of eighteen
(18) months. Payment shall be due and payable on the 3rd
day of March 2010 which final payment shall consist of all unpaid
principal and any interest which shall have accrued
thereon.
(a)
Merger and Acquisition . On consummation of a
merger with a publicly held company, the Borrower will cause its
successor company to assume the Borrower’s obligations under
this Note. This Note will not be convertible prior to
such assumption and on conversion this Note will be convertible
into common stock of the public company.
(b)
Conversion . In the
event the Borrower consummates a merger with a publically held
company, the entire principal and accrued interest outstanding on
this Note shall be converted (the “Exchange
Conversion”) into the successor company’s equity
securities immediately upon consummation of such merger.
Contemporaneous with the Exchange Conversion, the entire
principal amount of this Note then outstanding, together with the
accrued and unpaid interest thereon, will be converted
automatically into shares of common stock of the merged public
company at the rate of one share for each $1.00 of principal and
interest; provided, that there are not more than 31,500,000 shares
of the merged public company then outstanding. In the event that
there are more than 31,500,000 shares of the merged public company
then outstanding, the conversion price shall be reduced by a ratio
equivalent to 31,500,000 divided by the number of shares then
actually outstanding. The issuance of
such shares upon such conversion shall be upon the terms and
subject to the conditions applicable to the merger. Upon completion
of the Exchange Conversion, all Collateral (as herein defined)
shall be released.
5.
Failure of Merger . In the event that Borrower shall not consummate a
merger as described in paragraph 4, within eighteen (18)
months of issuance of the Note, then principal and accrued interest
with respect to the Note will immediately become due and payable,
and the Lender shall be entitled to an additional fee in the amount
of ten (10%) percent of the then outstanding principal amount of
the Note.
6.
Late Charges . Borrower shall
pay to Lender a late charge of five percent (5%) of any payment not
received by Lender within fifteen (15) calendar days after the
payment is due. The imposition or collection of this fee
shall not however constitute a waiver of any default or demand by
Lender.
7.
Events of Default . At the option of Lender, upon
the occurrence of any of the following events of default ("Events
of Default"), the Borrower will be in default
("Default"):
(a) Nonpayment
of any amount due either under this Note.
(b) The
filing by Borrower or against Borrower o
