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WAKO LOGISTICS GROUP, INC.6% Convertible Promissory Note

Convertible Promissory Note

WAKO LOGISTICS GROUP, INC.6% Convertible Promissory Note

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This Convertible Promissory Note involves

WAKO LOGISTICS GROUP INC

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Title: WAKO LOGISTICS GROUP, INC.6% Convertible Promissory Note
Governing Law: New York     Date: 4/7/2005

WAKO LOGISTICS GROUP, INC.6% Convertible Promissory Note

, Parties: wako logistics group inc
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THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

 

WAKO LOGISTICS GROUP, INC.

 

6% Convertible Promissory Note

 

April 1, 2005

 

FOR VALUE RECEIVED , Wako Logistics Group, Inc. , a Delaware corporation (the “ Company ”) with its principal executive office at 3606-8, 36/F, Citibank Tower, Citibank Plaza, 3 Garden Road Central, Hong Kong, promises to pay to the order of Christopher Wood (the “ Holder ” or “ Payee ”) or registered assigns the principal amount of One Million Dollars ($1,000,000) (the “ Principal Amount ”) on March 31, 2008 (the “ Maturity Date ”), subject to earlier conversion as more specifically described herein. The Principal Amount is payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

 

This convertible promissory note (the “ Note ”) is being issued to the Holder, pursuant to the terms and conditions of a Subscription Agreement of even date herewith (the “ Subscription Agreement ”). Notwithstanding any provision to the contrary contained herein or elsewhere, this Note is subject and entitled to certain terms, conditions, covenants and agreements contained in the Subscription Agreement including, without limitation certain registration rights with respect to the shares of common stock, par value $.001 per share (the “ Common Stock ”), issuable to the Holder upon the conversion of this Note, as provided in Paragraph 3 hereafter. Any transferee of this Note, by its acceptance hereof, assumes the obligations of the Payee in the Subscription Agreement with respect to the conditions and procedures for transfer of this Note. Reference to the Subscription Agreement shall in no way impair the absolute and unconditional obligation of the Company to pay both the Principal Amount and interest thereon as provided herein.

 

Interest on this Note shall accrue on the Principal Amount outstanding from time to time at a rate per annum computed in accordance with Paragraph 2 hereof and shall be payable in accordance with Paragraph 2 hereof. All payments by the Company hereunder shall be applied first to pay any interest which is due, but unpaid, then to reduce the Principal Amount.

 


 

The Company (i) waives presentment, demand, protest or notice of any kind in connection with this Note and (ii) agrees, in the event of an Event of Default (as defined below), to pay to the Payee, on demand, all costs and expenses (including reasonable legal fees) incurred in connection with the enforcement and collection of this Note.

 

1.    Prepayment . This Note may be prepaid prior to the Maturity Date, in whole or in part, without any premium or penalty. All such payments shall be applied first to accrued interest and then to the outstanding Principal Amount.

 

2.    Computation of Interest .

 

(a)    Interest Rate . Subject to Paragraph 2(b) below, the outstanding Principal Amount shall bear interest at the rate of six percent (6%) per annum compounded on a quarterly basis.

 

(b)    Maximum Rate . In the event that it is determined that, under the applicable laws relating to usury applicable to the Company or the indebtedness evidenced by this Note (“ Applicable Usury Laws ”), the interest charges and fees payable by the Company in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith (collectively, the “ Effective Interest Rate ”) 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 the Company had specifically designated such extra sums to be so applied to principal and the Payee 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.

 

(c)    Payment of Interest . All accrued but unpaid interest on the Principal Amount shall be payable on the Maturity Date; provided,   however , that in the event that the entire Principal Amount is converted into Common Stock, pursuant to the provisions of Paragraph 3 hereafter, prior to the Maturity Date, then all interest accrued through the date of the Final Conversion (as such term is defined in Paragraph 3 ) shall be payable to the Holder upon such Final Conversion. All interest payable under this Note shall be payable to the Holder in cash, Common Stock, or in both cash and Common Stock, as elected, in writing, by the Holder. Interest payable in Common Stock shall be based on the same value as determined for Conversion (as such term is defined in Paragraph 3 ).

 

3.    Conversion. At any time prior to the Maturity Date, the Holder may, at his sole election, convert all or a portion of the Principal Amount into shares of Common Stock, by sending written notice to the Company, in the form of Exhibit 1 annexed hereto (each a “ Conversion ” and the conversion which results in the conversion of the entire outstanding Principal Amount being referred to as the “ Final Conversion ”). Upon any Conversion of this Note, the Principal Amount to be converted shall be converted into Common Stock at a price per share of Common Stock equal to the lesser of (i) the Fair Market Value of the Common Stock (defined hereafter) and (ii) $.50 per share. For the purposes of this Note, “ Fair Market Value ” shall mean, as of the date of the Company’s receipt of any such election notice: (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the three (3) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the Nasdaq SmallCap Market (“ NSCM ”), the average of the closing prices as reported on the NSCM during the three (3) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NSCM; or if applicable, the Nasdaq National Market (“ NNM ”), or if not then included for quotation on the NNM or NSCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board or the National Quotations Bureau, as the case may be; or (iii) if the shares of the Common Stock are not then publicly traded, the fair market price of the Common Stock as determined in good faith by at least a majority of the Board of Directors of the Company.

 

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4.    Covenants of Company . The Company covenants and agrees that, so long as


 
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