EXHIBIT 4.1
SECURED DEMAND CONVERTIBLE PROMISSORY NOTE
$[_______________]
Executed at: _____________, ____
Dated: April __, 2005
theglobe.com, inc. a Delaware corporation (the "Company"), the
principal
office of which is located at 110 East
Broward Boulevard, Suite 1400, Fort
Lauderdale, Florida 33301, for value
received, hereby promises to pay to
________________________________, or
[their] permitted assigns (the "Holder"),
the sum of ____________________ Dollars
($_______.00), or such lesser amount as
shall then equal the outstanding principal
amount hereof, together with interest
thereon at the rate of ten percent (10%)
per annum, on the terms and conditions
set forth hereinafter. This Note is one of
several Notes issued in accordance
with, and is subject to the provisions of,
that certain Note Purchase Agreement
between the Company and the Holder, among
others, dated on or about April __,
2005 (the "Note Purchase Agreement"). For
purposes of this Note, the holders of
Notes representing at least a majority of
the outstanding principal of all the
Notes in the aggregate issued pursuant to
the Note Purchase Agreement are
referred to herein as the "Majority
Holders"). Other defined terms used herein
and not otherwise specifically defined
herein shall have the same meanings as
set forth in the Note Purchase
Agreement.
The
following is a statement of the rights of the Holder and the
conditions to which this Note is subject,
and to which the Holder, by the
acceptance of this Note, agrees:
1.
Principal and Interest. Except as provided herein and in Section
5
hereof, all payments under this Note shall
be by cashier's check, wire transfer
or other immediately available funds
payable in United States currency. The
principal hereof shall be due and payable
five business days following any
DEMAND for payment (the "Maturity Date"),
which DEMAND may be made by the Holder
at anytime. Accrued interest, at the rate
mentioned above, shall be due and
payable on the Maturity Date.
2. Events
of Default. Each of the following events shall be deemed an
Event of Default hereunder: (i) the Company
fails to timely pay all then
outstanding principal and accrued interest
when due; (ii) the Company files a
petition or action for relief under any
bankruptcy, insolvency or moratorium law
or any other law for the relief of, or
relating to, debtors, now or hereafter in
effect, or makes any assignment for the
benefit of creditors or takes any action
in furtherance of any of the foregoing;
(iii) an involuntary petition is filed
against the Company (unless such petition
is dismissed or discharged within
sixty (60) days) under any bankruptcy
statute now or hereafter in effect, or a
custodian, receiver, trustee, assignee for
the benefit of creditors (or other
similar official) is appointed to take
possession, custody or control of any
property of the Company; or (iv) the
Company defaults on any of its obligations
or breaches any of its representations,
warranties or covenants in the Note
Purchase Agreement or the Security
Agreement and such breach remains uncured to
the reasonable satisfaction of the Majority
Holders for a period of five (5)
business days after notice thereof from the
Majority Holders (whom may elect to
waive any such default or breach).
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Upon the occurrence of an Event of Default
hereunder, all unpaid principal,
accrued interest and other amounts owing
hereunder shall: at the option of the
Holder in the case of an Event of Default
of the nature specified in clause (i)
above; automatically in the case of an
Event of Default pursuant to clauses (ii)
or (iii) above; and at the option of the
Majority Holders in the case of an
Event of Default pursuant to clause (iv)
above, be immediately due, payable and
collectible by Holder pursuant to
applicable law. Subject to the foregoing,
Holder shall have all rights and may
exercise any remedies available to it under
law, successively or concurrently. In
addition, at any time or times during
which an Event of Default shall then exist
or upon the maturity of this Note,
the interest rate under this Note shall be
equal to the lesser of: (i) eighteen
percent (18%) per annum; or (ii) the
maximum rate of interest permitted by
applicable law, and shall be due and
payable ON DEMAND.
3.
Security. The Company's obligations hereunder shall be secured by
a
security interest in and upon the
"Collateral" (as defined in the Security
Agreement) of the Company. The Company
agrees to execute and deliver to the
Holder and for the benefit of all Holders
of the Notes, in form and substance
reasonably satisfactory to Majority
Holders, a security agreement, financing
statement and such other documents as the
Majority Holders may reasonably
require with regards to such security
interest.
4.
Prepayment. The Company may not prepay this Note in whole or in
part at
any time prior to April 22, 2006, without
the prior written consent of the
Majority Holders. In recognition of
Holder's conversion rights pursuant to
Section 5 hereof, such consent may be
withheld in the sole discretion of the
Majority Holders. After April 22, 2006, the
Company may prepay this Note at any
time upon at least fifteen days prior
written notice of the proposed date of
prepayment; provided, however, that the
Holder may elect to convert all or a
portion of this Note at any time prior to
such date of prepayment.
5.
Conversion.
5.1 Voluntary Conversion. The Holder of this Note has the right,
at
the Holder's option, at any time prior to
payment in full of the principal
balance of this Note, to convert the
outstanding principal under this Note, in
accordance with the provisions of Section
5.2 hereof, in whole or in part, but
in denominations of not less than Ten
Thousand Dollars ($10,000) (unless the
entire principal balance of this Note is
being converted), into fully paid and
nonassessable shares of Common Stock of the
Company. Subject to Section 6 below,
the number of shares of Common Stock into
which the outstanding principal of
this Note may be converted ("Conversion
Shares") shall be determined by dividing
the principal amount for which conversion
is requested by the Conversion Price
(as defined below) in effect at the time of
such conversion. The initial
"Conversion Price" shall be Five Cents
($.05); provided, however, that (in
addition to the adjustments provided in
Section 6 below).
5.2 Conversion Procedure. Before the Holder shall be entitled
to
convert this Note into shares of Common
Stock, it shall give written notice by
mail, postage prepaid, to the Company at
its principal corporate office, of the
election to convert the Note, and shall
state therein the name or names in which
the certificate for shares of Common Stock
are to be issued. A closing for such
conversion shall be held at the offices of
the Company on the fifth business day
following the date of deposit of the notice
in the mail or such other date
mutually acceptab
