Exhibit 4.3
NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE
MARGIN ACCOUNT OR
OTHER
LOAN SECURED BY SUCH SECURITIES.
KNOBIAS, INC.
8% CONVERTIBLE PROMISSORY NOTE
$75,000.00
April 22, 2005
Ridgeland, Mississippi
FOR VALUE
RECEIVED, Knobias, Inc., a Delaware corporation (the
"Company"),
hereby promises to pay to Bridges &
PIPES, LLC, a Delaware
limited liability
company (the "Holder"), the principal sum of SEVENTY FIVE
THOUSAND and NO/100
DOLLARS ($75,000.00), together with
interest thereon from the date hereof on the
unpaid balance of such principal amount.
Interest shall accrue
and be deemed to
have accrued from the date hereof on the
unpaid principal amount at a rate equal
to eight percent (8%) per annum.
This Note
is subject to the following terms and conditions.
1.
Maturity. This Note will automatically mature and be due and
payable in
full on the first to occur of (a) the
completion
of additional financing in
which the Company realizes at least $1,500,000 in gross proceeds,
or (b) that
date which is four (4) months immediately
following the date of this Note.
Anything
contained herein to the contrary notwithstanding, all unpaid
principal sum(s) of this Note, together with accrued and unpaid interest
thereon, shall become immediately due and payable in full without notice,
demand, presentment, protest or other formalities of
any kind (all of which are
hereby expressly waived by the Company)
upon the insolvency of the Company, the
commission of any act of bankruptcy by the
Company, the execution by the Company
of a general assignment for the benefit of
creditors, the filing
by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation
of such petition
without dismissal
for a period of sixty (60) days or more,
or the appointment of a receiver or
trustee to take possession of the property
or assets of the Company.
<PAGE>
2. Payment
and Interest. All payments shall be made in lawful money of the
United States of America at such place as the Holder hereof may from time to
time designate in writing to the Company.
Payment shall be credited first to the
accrued interest then due and payable and
the remainder
applied to
principal.
Prepayment of this Note may be made at any
time without
penalty. The Company
shall pay interest to the Holder on the aggregate unconverted and then
outstanding principal amount of this Note at
the rate of 8% per annum, payable,
upon Maturity pursuant to Section 1 hereof,
in cash.
3.
Default. Failure to make any payment, whether of principal or
interest,
after such amount becomes due shall
constitute a default ("Event of Default") by
the Company. If an Event of Default shall
occur, then, notwithstanding any other
agreement now or hereafter existing, all principal and interest on this
Note
shall become immediately due and payable
without notice,
presentation,
demand
for payment or protest, all of which are hereby expressly
waived. The Company
covenants and agrees to advise the Holder,
in writing, of the happening or
occurrence of any Event of Default.
4.
Conversion.
(a) Voluntary
Conversion.
At any time after the
date hereof until
this Note is no longer outstanding, this Note shall be convertible
into shares
of the Company's common stock, $0.01 par value per share (the
"Common Stock"),
at the option of the Holder, in whole or in part at any time
and from time to
time (subject to the limitations on conversion set forth in Section 4(c)
hereof). The Holder shall effect
conversions
by delivering to the
Company the
form of Notice of Conversion attached hereto as Annex A ("Notice of
Conversion"), specifying therein the principal amount of the Note to be
converted and the date on which such
conversion is to be
effected
("Conversion
Date"). If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such
Notice of Conversion is provided
hereunder. To effect conversions hereunder,
the Holder shall not
be required to
physically surrender the Note to the Company
unless the entire principal amount
of this Note plus all accrued and unpaid
interest thereon has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding
principal amount of this Note in an amount
equal to the applicable conversion.
The Holder and the Company shall maintain
records showing the
principal amount
converted and the date of such conversions. The Company shall deliver any
objection to any Notice of Conversion
within three (3)
Business Days of receipt
of such notice. In the event of any dispute or
discrepancy, the
records of the
Holder shall be controlling and
determinative in the
absence of manifest error.
The Holder and any assignee, by acceptance of this Note,
acknowledge and
agree
that, by reason of the provisions of this
paragraph, following
conversion of a
portion of this Note, the unpaid and
unconverted principal
amount of this
Note
may be less than the amount stated on the
face hereof. However, at the Company's
request, the Holder shall surrender the Note to the Company
within five (5)
Trading Days following such request so that a new Note
reflecting the
correct
principal amount may be issued to
Holder.
2
<PAGE>
(b) Conversion
Price. The conversion price in effect on any
Conversion Date shall be equal to $0.60 per
share of Common Stock.
(c) Conversion Limitations; Holder's Restriction on
Conversion. The
Company shall not effect any conversion of this Note,
and the Holder shall
not
have the right to convert any portion of
this Note, pursuant to
Section 4(a) or
otherwise, to the extent that after giving
effect to such conversion, the Holder
(together with the Holder's affiliates), as set forth on the applicable
Notice
of Conversion, would beneficially own in
excess of 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to such
conversion. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and its
affiliates shall include
the number of shares of Common Stock
issuable upon
conversion of this Note with
respect to which the determination of such sentence is being made,
but shall
exclude the number of shares of Common
Stock which would be issuable
upon (A)
conversion of the remaining, nonconverted portion of this Note beneficially
owned by the Holder or any of its
affiliates
and (B) exercise or
conversion of
the unexercised or nonconverted
portion of any other
securities of the
Company
(including, without limitation, any other Notes or the Warrants)
subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or
any of its affiliates.
Except as set
forth in the preceding sentence,
for purposes of this
Section 4(c),
beneficial
ownership shall be calculated in accordance
with Section 13(d) of the Securities
Exchange Act of 1934, as amended. To the
extent that the limitation contained in
this section applies, the determination of whether this
Note is convertible (in
relation to other securities owned by the
Holder) and of which a portion of this
Note is convertible shall be in the sole discretion of such Holder.
To ensure
compliance with this restriction,
the Holder will be
deemed to represent to the
Company each time it delivers a Notice of Conversion that such Notice of
Conversion has not violated the
restrictions set forth in this paragraph and the
Company shall have no obligation to verify or confirm the accuracy of such
determination. For purposes of this Section 4(c),
in determining the
number of
outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as
reflected in (x) the Company's most recent
Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public
announcement by the Company or (z) any other notice by the Company or the
Company's Transfer Agent setting forth the number of shares of
Common Stock
outstanding. Upon the written or oral request
of the Holder, the
Company shall
within two (2) Trading Days confirm orally and in writing to the
Holder the
number of shares of Common Stock then
outstanding.
In any case,
the number of
outstanding shares of Common Stock shall be
determined
after giving effect
to
the conversion or exercise of securities of
the Company, including this Note, by
the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was
reported. The
provisions of this Section
4(c) may be waived by the Holder upon,
at the election of the
Holder, not less
than sixty-one (61) days prior notice
