Ex. 10.104-10%
Secured Convertible Promissory Note to Vicis
THIS SECURED
CONVERTIBLE
PROMISSORY
NOTE HAS BEEN
ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT
FOR DISTRIBUTION
AND MAY BE
TRANSFERRED
OR OTHERWISE
DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933,
AS AMENDED (THE
"ACT"). THIS
LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN
EXCHANGE FOR THIS SECURED CONVERTIBLE PROMISSORY NOTE.
MEDICAL MEDIA TELEVISION, INC.
SECURED CONVERTIBLE PROMISSORY NOTE
Due August 11, 2007
Tampa, Florida
$250,000
February 1, 2007
FOR VALUE
RECEIVED, upon the terms and subject to the conditions set
forth
in this secured
convertible
promissory
note (this "Note"), MEDICAL MEDIA
TELEVISION, INC., a
Florida corporation with its principal place of business at
8406 Benjamin Road, Suite C, Tampa, Florida 33634, (the "Company"),
absolutely
and unconditionally
promises to pay to the
order of VICIS CAPITAL
MASTER FUND
(the "Payee" or "Holder"), upon due presentation and
surrender of this Note, on
August 11, 2007 (the
"Maturity Date"),
unless earlier
converted pursuant to
Section 3.1 hereof,
the principal amount
of TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) and accrued
interest thereon as hereinafter provided. This Note is
issued in connection with a certain Note Purchase Agreement, of even date
herewith, between the
Company and the Holder (the "Purchase Agreement"), all
terms of which are incorporated herein by this reference and
hereby made a part
of this Note.
Capitalized terms not
defined herein shall have the meanings
ascribed to them in the Purchase Agreement. By its acceptance of this Note,
the
Holder agrees to be bound by the terms of the Purchase
Agreement.
<PAGE>
ARTICLE I
PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT
1.1
Payment of Principal.
Payment of the
principal of this Note (and any
interest accrued thereon) shall be made in U.S. dollars in
immediately available
funds. This
Note may be prepaid at any time so long as all principal and
interest due through the Maturity Date of the Note are paid.
1.2
Payment of Interest. Simple interest shall accrue on the unpaid
portion of the principal amount from time to time outstanding at
the rate of ten
percent (10%) per annum (the "Stated Interest Rate"), and become payable to the
Payee on the
Maturity Date. Interest shall be paid in U.S. dollars in
immediately available funds.
1.3
Payment on Non-Business Days. If the outstanding principal and
accrued
but unpaid interest
under this Note
becomes due and payable on a Saturday,
Sunday or public
holiday under the laws of the State of New York, the due date
hereof shall be extended to the next succeeding full business day and interest
shall be payable at the rate of ten (10%) percent per annum during such
extension. All
payments received by
the Holder shall be
applied first to
the
payment of all accrued interest payable hereunder.
1.4 Late
Fee. In the event any
payment of principal
or interest or
both
shall remain
unpaid for a period of ten (10) days or
more after the due
date
thereof, a one-time
late charge
equivalent to six
percent (6%) of each unpaid
amount shall be charged.
1.5
Adjustment of Stated Interest Rate.
(a) After an Event of Default and acceleration of the Maturity
Date
by the Holder the Stated Interest Rate shall be adjusted to a rate of twenty
percent (20%) per annum, subject to the limitations of applicable
law.
(b) Regardless
of any other provision of this Note or other
Transaction Document,
if for any reason the
interest paid should exceed the
maximum lawful interest, the interest paid shall be deemed reduced
to, and shall
be, such maximum
lawful interest,
and (i) the amount
which would be excessive
interest shall be
deemed applied to the
reduction of the principal balance of
this Note and not to the payment of interest, and (ii) if the loan evidenced
by
this Note has been or is thereby paid in full, the excess shall be returned
to
the party paying same, such application to the principal balance of
this Note or
the refunding of excess to be a complete settlement and acquittance
thereof.
ARTICLE II
SECURITY
The
obligations of the
Company under this Note are secured pursuant to a
security interests on assets, tangible and intangible, of the
Company granted by
the Company to the Holder pursuant to a security agreement of even
date herewith
and a stock pledge agreement referred to in the Purchase Agreement.
In addition,
PetCARE Television
Network, Inc., a Florida corporation, African American
Medical Network, Inc.,
a Florida corporation,
and KidCARE Television
Network,
Inc., a Florida corporation, each a subsidiary of the Company (each a
"Subsidiary"), have
executed in favor of the Holder a certain guaranty
agreement, dated of even date herewith, guaranteeing the full and
unconditional
payment when due of the amounts payable by the Company to the
Holder pursuant to
the terms of this Note. The obligations of each Subsidiary under its guaranty
agreement are secured pursuant to security interests in the assets,
tangible and
intangible, of each Subsidiary granted by each Subsidiary to the
Holder pursuant
to a security
agreement of even date herewith referred to in the Purchase
Agreement.
2
<PAGE>
ARTICLE III
CONVERSION
3.1
Conversion at Option
of Holder. At any time
and from time to time on
and after the date hereof (the "Initial Conversion Date") until the Maturity
Date, the outstanding
principal balance and accrued but unpaid
interest under
this Note is convertible in whole or in part at the Holder's
option into shares
of Common Stock ("Conversion Shares") upon surrender of this Note,
at the office
of the Company,
accompanied by a written Conversion Notice in the form attached
hereto as Annex II duly executed by the registered Holder or its
duly authorized
attorney. "Common
Stock" means common
stock of the Company as it exists on the
date this Note is originally signed. This Note is convertible on or after the
Initial Conversion
Date into shares of Common Stock at a price per share of
Common Stock equal to $.166 per share (the "Fixed Conversion
Price"). The Fixed
Conversion Price is subject to adjustment as provided in Section
3.5 and Section
3.6 hereof. As soon as
practicable following
conversion and upon
the Holder's
compliance with the conversion procedure described in Section 3.3 hereof,
the
Company shall
deliver a certificate for the number of full
shares of Common
Stock issuable upon conversion and a check for any fractional
share and, in the
event the Note is converted in part, a new Note in the principal
amount equal to
the remaining principal balance of this Note after giving effect to
such partial
conversion.
3.2
Registration
of Transfer.
The Company shall
maintain books for
the
transfer and
registration of this Note. Upon the transfer or assignment of
this
Note by the Holder
pursuant to the terms
hereof and its delivery of a properly
completed and executed
Assignment attached hereto as Annex I, the Company shall
issue and register this Note in the names of the new holders. The
new Note shall
be signed manually by the Chairman, Chief Executive Officer, President or any
Vice President and the Secretary or Assistant Secretary of the
Company.
3.3
Conversion Procedure.
The Company shall
convert, from time to
time,
any outstanding
portion of this Note upon the books to be
maintained
by the
Company for such purpose upon surrender thereof for conversion
properly endorsed
and accompanied by a properly completed and executed Conversion Notice attached
hereto as Annex II.
Subject to the terms of this Note, upon surrender of this
Note the Company shall promptly, but in no event less than 5
trading days, issue
and deliver a certificate or certificates in such name or names as the
Holder
may designate
for the number of full
shares of Common Stock due to such Holder
upon the conversion of
this Note. Such
certificate or
certificates
shall be
deemed to have been
issued and any person
so designated
to be named
therein
shall be deemed to have become the Holder of record of such
Shares as of the
date of the surrender of this Note. 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.
3
<PAGE>
3.4
[Intentionally Omitted]
3.5
Adjustment to the Fixed Conversion Price. The Fixed Conversion
Price
shall be subject to adjustment from time to time as follows:
(a) 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 shall be effective at
the close of
business on the date the stock split or combination occurs.
(b) 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 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:
(i) 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
(ii) 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 bus
