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 ”).
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.
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