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Exhibit 10.4
NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT
BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED
UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
$200,000
Smart Devices Limited
Secured Convertible Debenture
Due Date: as set forth herein
Issue
Date: March 7 th
, 2008
THIS DEBENTURE is issued
by Smart Devices Limited, private limited liability Company
incorporated under the laws of England and Wales under
Company Registration number 03425367 (the
“Obligor”) to Woize International Ltd., a
corporation incorporated under the laws of the state of
Nevada (the “Holder”).
FOR VALUE
RECEIVED , the Obligor hereby promises to pay to the
Holder or its successors and assigns the principal sum of Two
Hundred Thousand USD ($200,000) upon demand.
Interest . Interest shall accrue on the
outstanding principal balance hereof at an annual rate equal to
twenty percent (20%). Interest shall be calculated on
the basis of a 360-day year and the actual number of days elapsed,
to the extent permitted by applicable law.
This Debenture is subject
to the following additional provisions:
Section 1
. This
Debenture is exchangeable for an equal aggregate principal amount
of Debentures of different authorized denominations, as requested
by the Holder surrendering the same. No service charge will be made
for such registration of transfer or exchange.
Section 2
.
Events of
Default .
(a) An
“ Event of
Default ”, wherever used herein, means any one of
the following events (whatever the reason and whether it shall
be voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administrative or
governmental body):
(i) Any
default in the payment of the principal of, interest on or
other charges in respect of this Debenture, free of any claim
of subordination, as and when the same shall become due and
payable (whether on the Maturity Date or by acceleration or
otherwise);
(ii) The
Obligor shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any
breach or default of any provision of this Debenture (except
as may be covered by Section 2(a)(i)
hereof) which is not cured with in the time
prescribed;
(iii) The
Obligor or any subsidiary of the Obligor shall commence, or
there shall be commenced against the Obligor or any subsidiary
of the Obligor under any applicable bankruptcy or insolvency
laws as now or hereafter in effect or any successor thereto,
or the Obligor or any subsidiary of the Obligor commences any
other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now
or hereafter in effect relating to the Obligor or any
subsidiary of the Obligor or there is commenced against the
Obligor or any subsidiary of the Obligor any such bankruptcy,
insolvency or other proceeding which remains undismissed for a
period of 61 days; or the Obligor or any subsidiary of the
Obligor is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is
entered; or the Obligor or any subsidiary of the Obligor
suffers any appointment of any custodian, private or court
appointed receiver or the like for it or any substantial part
of its property which continues undischarged or unstayed for a
period of sixty one (61) days; or the Obligor or any
subsidiary of the Obligor makes a general assignment for the
benefit of creditors; or the Obligor or any subsidiary of the
Obligor shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they
become due; or the Obligor or any subsidiary of the Obligor
shall call a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts; or
the Obligor or any subsidiary of the Obligor shall by any act
or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing; or any corporate
or other action is taken by the Obligor or any subsidiary of
the Obligor for the purpose of effecting any of the
foregoing;
(iv) The
Obligor or any subsidiary of the Obligor shall default in any
of its obligations under any other Debenture or any mortgage,
credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may
be issued, or by which there may be secured or evidenced any
indebtedness for borrowed money or money due under any long
term leasing or factoring arrangement of the Obligor or any
subsidiary of the Obligor in an amount exceeding $50,000,
whether such indebtedness now exists or shall hereafter be
created and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date
on which it would otherwise become due and
payable;
(v) Smart
or the Pledgor (as defined below) as the case may, be shall
breach any representations and warranties contained in the
Heads of Agreement and that certain Deed of Agreement dated
February 15, 2008 by and between the Obligor and the
Holder.
(b) During
the time that any portion of this Debenture is outstanding, if
any Event of Default has occurred and shall continue for a
period of three (3) days after a notice of such default has
been delivered by the Holder to the Obligor (the “
Notice
Period ”), the full principal amount of this
Debenture, together with interest calculated at the rate of
20% per annum and other amounts owing in respect thereof, to
the date of acceleration shall become at the Holder's
electi
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