THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA
TELEVISION,
INC.
SHALL HAVE RECEIVED AN OPINION OF COUNSEL
THAT REGISTRATION
OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.
MEDICAL MEDIA TELEVISION, INC.
CONVERTIBLE PROMISSORY NOTE
U.S. $1,000,000
November 30, 2005
No.: PN-11-30
FOR VALUE RECEIVED, the undersigned, Medical Media Television,
Inc.,
a Florida corporation (the "Company"), hereby promises to pay to the
order of
___________________ or any future permitted holder of
this promissory note (the
"Payee"), at the principal office of the Payee set forth
herein, or at such
other place as the Payee may designate in
writing to the Company, the principal
sum of One Million Dollars (U.S. $1,000,000), or such other amount as may be
outstanding hereunder, together with any accrued but
unpaid interest, in
such
coin or currency of the United States of America as at the time
shall be legal
tender for the payment of public and
private debts and in immediately available
funds, as provided in this promissory note (the "Note").
This Note is the
Note
referred to in the Note Purchase Agreement
dated as of November 30, 2005 between
the Company and the purchaser named therein (the "Purchase Agreement").
Capitalized terms used and not otherwise
defined herein shall have the meanings
set forth for such terms in the Purchase
Agreement.
1. Loan
Schedule;
Principal
Payment;
Interest
Payment;
Subordination.
(a) The Payee shall loan the Company an aggregate of
$1,000,000 under the following loan
schedule:
November 30, 2005
$175,000
December 4, 2005
$250,000
December 15, 2005
$250,000
January 15, 2006
$325,000
(b) The Company
shall repay in full the entire principal
balance then outstanding under this Note
plus any accrued but unpaid interest on
the first to occur (the
<PAGE>
"Maturity Date") of: (i) November 30, 2006,
as it may be extended
pursuant to
the terms hereof, or (ii) the acceleration
of the obligations as contemplated by
this Note.
(c) The Note shall bear interest at a rate of 20% per annum,
compounded semi-annually. Interest shall be paid at the end of each
calendar
quarter in either: (i) shares of Series C Zero
Coupon Preferred Stock of the
Company valued at $1.00 per share, or (ii)
cash, at Investor's option, with the
first interest payment being on December 31, 2005. The Series C Zero Coupon
Preferred Stock shall be convertible
into shares of the
Company's Common
Stock
on the Maturity Date at a ten percent (10%)
discount to the then-current market
price based on the average closing price for the twenty (20) days
immediately
preceding the conversion. The Series C Zero Coupon
Preferred Stock shall be
subordinate to Series A Zero Coupon Preferred Stock and Series B Zero Coupon
Preferred Stock. The Payee shall make his
election as to receipt of interest in
cash or in Series C Zero Coupon Preferred
Stock by written notice to the Company
at least five (5) business days before the interest payment due date (the
"Interest Notice Date"). If no notice is given by Payee by
such Interest Notice
Date, the Company shall pay the interest in
cash.
(d) The Note shall not be convertible until the Maturity Date.
With the consent of both the Company and
the Investor, the Note
may be extended
for an additional 12-month term, with the terms of the interest payments
remaining the same as outlined in 1(b)
above. The Note shall
not be convertible
such that the Investor's overall Common Stock ownership
position in the Company
exceeds 4.99%.
2. Conversion Option; Issuance of Certificates.
(a) At the Maturity
Date, the outstanding
principal amount of
this Note plus any accrued but unpaid
interest shall be due and payable in cash;
provided, however, the Payee shall have the sole option to convert on the
Maturity Date the outstanding principal
amount of this Note plus any accrued but
unpaid interest into such number of
shares of common stock of the Company, par
value $.0005 per share (the "Common
Stock"), equal to the principal
amount of
this Note plus any accrued but unpaid
interest being
converted divided by the
Fixed Conversion Price. For purposes of this Note,
"Fixed Conversion Price"
shall mean $.40. The Fixed Conversion Price shall be subject to adjustment
pursuant to Section 3 hereof. Upon
conversion of this Note into shares of Common
Stock, the outstanding principal amount of this Note,
together with any accrued
but unpaid interest, shall be deemed to be the
consideration
for the Payee's
interest in such shares of Common
Stock.
(b) In the event that the Payee elects to convert this Note
into shares of Common Stock on the Maturity
Date, the Company
shall, not later
than five (5) trading days after the
conversion of this Note, issue and deliver
to the Payee by express courier a
certificate or certificates representing the
number of shares of Common Stock being acquired upon the conversion of this
Note.
3. Ownership Cap and Certain Exercise Restrictions.
(a) Notwithstanding anything to the contrary set forth in this
Note, at no time may a Holder of this
Note convert
this Note if the
number of
shares of Common Stock to
2
<PAGE>
be issued pursuant to such conversion would exceed, when aggregated with all
other shares of Common Stock owned by such Holder at such
time, the number
of
shares of Common Stock which would result
in such Holder owning more than 4.999%
of all of the Common Stock outstanding at such time;
provided, however, that
upon a holder of this Note providing the
Company with sixty-one (61) days notice
(pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would
like to waive this Section 3(a) with regard
to any or all shares of Common Stock
issuable upon exercise of this Note,
this Section 3(a) will
be of no force or
effect with regard to all or a portion
of the Note
referenced
in the Waiver
Notice; provided, further, that this provision shall
be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Note.
(b) The Holder may not
convert this Note hereunder to the
extent such conversion would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange
Act and the rules
thereunder) in excess of 9.999% of the then
issued and
outstanding
shares of
Common Stock, including shares issuable upon
conversion of the Note held by the
Holder after application of this Section;
provided, however,
that upon a holder
of this Note providing the Company with a Waiver Notice
that such holder would
like to waive this Section 3(b) with regard
to any or all shares of Common Stock
issuable upon conversion of this Note, this
Section 3(b) shall be of no force or
effect with regard to those shares of Common Stock referenced in the Waiver
Notice; provided, further, that this provision shall
be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Note.
4. Adjustment of Fixed Conversion Price.
(a) The Fixed
Conversion Price shall be subject to adjustment
from time to time as follows:
(i) Adjustments for
Stock Splits and
Combinations. If
the Company shall at any time or from time
to time after the date hereof, effect
a stock split of the outstanding
Common Stock,
the applicable Fixed
Conversion
Price in effect immediately prior to the stock split shall be
proportionately
decreased. If the Company shall at any time
or from time to time after the date
hereof, combine the outstanding
shares of Common
Stock, the applicable
Fixed
Conversion Price in effect immediately prior to the combination shall be
proportionately increased. Any adjustments under this Section
4(a)(i) shall be
effective at the close of business
on the date the stock
split or
combination
occurs.
(ii)
Adjustments for Certain Dividends and
Distributions. If the Company shall at any time or from time to
time after the
date hereof, make or issue or set a record
date for the determination of holders
of Common Stock entitled to receive a
dividend or other distribution payable in
shares of Common Stock, then, and in each
event, the applicable Fixed Conversion
Price in effect immediately prior to such event shall be
decreased as of the
time of such issuance or, in the event such record date
shall have been fixed,
as of the close of business on such record
date, by multiplying,
as applicable,
the applicable Fixed Conversion Price then
in effect by a fraction:
3
<PAGE>
(1) the numerator
of which shall be the total
number of shares of Common Stock issued and
outstanding immediately prior to the
time of such issuance or the close of
business on such record date; and
(2) the denominator
of which shall be the total
number of shares of Common Stock issued and
outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution.
(iii)
Adjustment for Other Dividends and Distributions.
If the Company shall at any time or from time to
time after the date
hereof,
make or issue or set a record date for the determination of holders of Common
Stock entitled to receive a dividend or
other distribution payable in other than
shares of Common Stock, then, and in each
event, an appropriate
revision to the
applicable Fixed Conversion Price shall be
made and provision shall be made (by
adjustments of the Fixed Conversion Price or otherwise) so that the
holder of
this Note shall receive upon conversions
thereof, in addition to the number of
shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had
this Note been
converted into Common
Stock on the date of such event and had
thereafter,
during the period from
the
date of such event to and including the conversion date, retained such
securities (together with any distributions
payable thereon during such period),
giving application to all adjustments
called for during such
period under this
Section 4(a)(iii) with respect to the
rights of the holder of this Note.
(iv) Adjustments
for Issuance of
Additional Shares
of
Common Stock. In the event the Company,
shall, at any time,
from time to time,
issue or sell any additional shares of Common Stock or
securities
convertible
into or exchangeable for shares of Common Stock to a third party for a
consideration per share less than the Fixed Conversion Price then in effect
immediately prior to the time of such issue or
sale, then, forthwith
upon such
issuance or sale, the Fixed Conversion Price then in effect
for this Note shall
be reduced to a price equal to the consideration per share paid for such
securities.
(b) Issue Taxes. The
Company shall pay any
and all issue and
other taxes, excluding federal, state or
local income taxes, that may be payable
in respect of any issue or delivery of
shares of Common Stock on conversion of
this Note pursuant thereto; provided, however, that the Company shall not be
obligated to pay any transfer taxes
resulting from any transfer requested by any
holder in connection with any such
conversion.
(c) Fractional Shares.
No fractional
shares of Common
Stock
shall be issued upon conversion of this Note. In lieu
of any fractional
shares
to which the Payee would otherwise be
entitled, the Company shall pay cash equal
to the product of such fraction multiplied by the average of the closing
bid
prices of the Common Stock for the five (5)
consecutive trading days immediately
preceding the date of conversion of this
Note.
(d) Reservation
of Common Stock. The Company shall at all
times when this Note shall be outstanding,
reserve and keep available out of its
authorized but unissued shares of Common
Stock, such number of
shares of Common
Stock as shall from time to time be
sufficient to effect the conversion of this
Note.
4
<PAGE>
(e) Registration
Rights. At Company's
earliest
opportunity,
and in any event not more than 120 days
from the date hereof,
the Company shall
file a Registration Statement on Form SB-2 (or an
alternative available
form)
covering the underlying equity position of the Holder of
