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GENERAL COMPONENTS, INC. CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note

GENERAL COMPONENTS, INC. CONVERTIBLE PROMISSORY NOTE | Document Parties: GENERAL COMPONENTS, INC. | MAGICAL INSIGHT INVESTMENT LIMITED You are currently viewing:
This Convertible Promissory Note involves

GENERAL COMPONENTS, INC. | MAGICAL INSIGHT INVESTMENT LIMITED

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Title: GENERAL COMPONENTS, INC. CONVERTIBLE PROMISSORY NOTE
Governing Law: New York     Date: 11/17/2006
Industry: Communications Equipment     Sector: Technology

GENERAL COMPONENTS, INC. CONVERTIBLE PROMISSORY NOTE, Parties: general components  inc. , magical insight investment limited
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THIS NOTE AND THE SHARES OF PREFERRED STOCK CONTINGENTLY ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER AND UPON REQUEST BY GENERAL COMPONENTS, INC. (THE “COMPANY”), FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

 

GENERAL COMPONENTS, INC.

 

CONVERTIBLE PROMISSORY NOTE

 

Date: November 1, 2006

$2,000,000

 

For value received, General Components, Inc., a Nevada corporation (the “ Maker ”), unconditionally promises to pay to the order of Comtech Global Investments, Inc. (the “ Holder ”), the principal sum of two million dollars ($2,000,000) (the “ Principal Amount ”) together with interest thereon as hereinafter provided, pursuant to the following terms:

 

1.    Maker . The term “Maker” as used in this Note shall include the Maker and the respective successors and assigns thereto or thereof.

 

2.    Maturity Date . Unless converted as provided herein, the principal and accrued interest under this Note shall be due and payable in full on May 1, 2007 (the “ Maturity Date ”).

 

3.    Interest; Payment .

 

A.    Interest (the “ Interest ”) shall be charged on the outstanding Principal Amount from the date of this Note until the payment in full of the outstanding Principal Amount, or the Note has otherwise been converted in full pursuant to the terms hereof, at a rate equal to two percent (2%) per month (the “ Interest Rate ”), payable on the Maturity Date or the earlier conversion of such Principal Amount. For the avoidance of doubt, Interest shall be chargeable on the outstanding Principal Amount every day prior to the actual Maturity Date or earlier conversion in full of the Note.

 


 

B.    All computations of interest hereunder shall be made based on the actual number of days elapsed in a year of 365 days (including the first day but excluding the last day during which any such Principal Amount is outstanding).

 

C.    Any payment of principal or interest which is not paid when due shall bear interest until paid at a simple interest rate per annum which is five percentage points (5%) in excess of the rate that would otherwise be in effect.

 

D.    Principal and interest shall be payable to Holder when due in lawful money of the United States of America in immediately available funds at such place as Holder may from time to time notify the Maker in writing. Whenever any payment to be made hereunder shall be due on a Saturday, Sunday or a date on which banks in New York City, New York are authorized or required to be closed, such payment may be made on the next succeeding Business Day.

 

E.    The Maker may prepay this Note, in whole or in part, at any time after, upon five (5) days prior notice without penalty; provided however, Maker may withdraw any such notice, in which case this Note shall not come due as a result of such notice of prepayment.

 

F.    All payments received hereunder may be applied, at Holder’s option, first to the payment of any expenses or charges payable hereunder and accrued interest, with the balance being applied to principal, or in such other order as Holder shall determine.

 

G.    In the event that it is determined that, under the laws relating to usury applicable to Maker or the indebtedness evidenced by this Note (“Applicable Usury Laws”), the interest charges and fees payable by Maker 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 Maker had specifically designated such extra sums to be so applied to principal and the Holder 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 Maker is resident applicable to the use or detention of money or to forbearance in seeking its collection in the jurisdiction in which Maker is resident.

 

4.    Replacement . On receipt of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Maker or, in the case of mutilation, on surrender and cancellation of this Note, the Maker at its expense shall execute and deliver, in lieu of this Note, a new note of like tenor and amount.

 

2


 

5.    Conversion of Note .

 

A.    Automatic Conversion at Option of Company . Maker shall have the right, at its sole discretion, to convert the outstanding Principal Amount, together with accrued and unpaid interest, into Series B Preferred Stock at the Conversion Price upon the issue and sale by the Maker of at least $3 million in stated value of Series B Preferred Stock having an annual preferred dividend of 6% and conversion rights entitling the holder thereof to convert such shares into Common Stock of the Maker at a conversion price of $1.00 per share (after giving effect to the contemplated 1 for 10 reverse split of the Maker’s Common Stock).

 

B.    Conversion Price . The “Conversion Price” shall be the price per share of Series B Preferred Stock paid by investors upon the issuance thereof by the Maker. Such shares of Series B Preferred Stock as shall be issued upon such conversion are herein referred to as the “Conversion Shares.”

 

C.    Mechanics of Conversion .

 

(i)    Automatic Conversion . In the event of a conversion pursuant to the provisions of Section 5A hereof, Maker


 
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