|
EXHIBIT 10.7
CONVERTIBLE PROMISSORY
NOTE
August
__, 2007
FOR VALUE RECEIVED , the undersigned, Zealous
Trading Group, Inc., a Nevada corporation ("Maker"), promises to
pay to ______("Payee") at ______, or at such other place as Payee
may from time to time designate by written notice to Maker, in
lawful money of the United States of America, the aggregate sum
of _________ ($__________). Maker
further agrees as follows:
Section 1.
Interest Rate and Fees .
Interest
shall accrue at a rate of 10% per annum based on a 365 day
year.
Section 2.
Payments .
2.1
Accrued interest
shall be paid __________ (the “Maturity
Date”).
2.2
On or before August
31, 2008 all outstanding amounts owing under this Note,
including unpaid interest and principal, shall be paid;
provided, however, that at any time after November 30, 2007
all of the interest and principal of this Note shall be
payable to the Payee 10 days after receipt by Maker of a
written demand for payment by Payee. At the option
of the Maker, interest on this Note may be paid in shares of
the common stock, par value $.001 per share (“Common
Stock”), of the Maker, at a price per share as
determined by: (a) if the Common Stock is then listed or
quoted on a Trading Market (as defined below), the daily
volume weighted average price of the Common Stock for the ten
(10) trading days prior to the date that interest is due (or
the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. New York City time
to 4:02 p.m. New York City time); (b) if the OTC
Bulletin Board is not a Trading Market, the volume weighted
average price of the Common Stock for the ten (10) trading
days prior to such date (or the nearest preceding date) on the
OTC Bulletin Board; (c) if the Common Stock is not then listed
or quoted on the OTC Bulletin Board and if prices for the
Common Stock are then reported in the “Pink
Sheets” published by Pink Sheets, LLC (or a similar
organization or agency succeeding to its functions of
reporting prices), the average bid price per share of the
Common Stock so reported for the twenty (20) trading days
prior to such date; or (d) in all other cases, the fair market
value of a share of Common Stock as determined by an
independent appraiser selected in good faith by the Purchaser
and reasonably acceptable to the Maker, the fees and expenses
of which shall be paid by the Maker. “Trading
Market” means the following markets or exchanges on
which the Common Stock is listed or quoted for trading on the
date in question: the American Stock Exchange, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange or the OTC Bulletin
Board.
2.3
Maker shall have
the right to prepay this Note in full or in part at any time,
without premium or penalty.
Section 3.
Conversion .
Upon
the request of the Holder, at any time prior August 31, 2008,
this Note may be converted, in whole but not in part, into
that number of fully-paid and nonassessable shares of Common
Stock equal to (a) the amount of the then outstanding
principal and accrued interest under this Note, divided by (b)
the Conversion Price (as defined below). The
“Conversion Price” shall be the greater of
$.02. Notwithstanding any provision to the contrary
in this Note, this Note may not be converted until an
amendment to the Articles of Incorporation of the Company
increasing the authorized shares of the Makers’s Common
Stock to 1,500,000,000 shares is approved by a majority of the
Makers’s shareholders (the “Authorized Share
Amendment”) and is filed with the Secretary of State of
the State of Nevada and becomes effective (the
“Amendment Effective Date”).. The Maker agrees to
use its reasonable commercial efforts to file a Schedule 14 C
with the Securities Exchange Commission with respect to the
Authorized Share Amendment by no later than February 15,
2008.
Section 4. Mechanics of
Conversion .
Before
the Holder shall be entitled to convert this Note into Common
Stock, the Holder shall surrender thi
|
