EXHIBIT
10.4
THIS NOTE AND
THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
RERQUIRED.
CONVERTIBLE 10% PROMISSORY NOTE
|
$20,000
|
July 15, 2009
Los Angeles,
California
|
For Value
Received , TEDOM
CAPITAL, INC, a Delaware corporation (“
Borrower ”), hereby promises to pay to the
order of AMERIS, LLC, a Delaware LLC (“ Lender
”), in lawful money of the United States of America and in
immediately available funds, the principal sum of Twenty Thousand
Dollars ($20,000) (the “ Note ”) together
with accrued and unpaid interest thereon, each due and payable on
the date and in the manner set forth below.
1.
Principal Repayment. Unless the Note has
been converted in accordance with the terms of Section 5 below or
an Event of Default has occurred (as defined below), the entire
outstanding principal and all unpaid interest shall accrue and be
due and payable on July 15, 2010 (the “Maturity
Date”).
2.
Interest Rate. Borrower promises to pay
interest on the outstanding principal amount hereof from the date
hereof until payment in full, which interest shall be payable at
the rate of ten percent (10%) per annum or the maximum rate
permissible by law (which under the laws of the State of California
shall be deemed to be the laws relating to permissible rates of
interest on commercial loans), whichever is
less. Interest shall be calculated on the basis of a
365-day year for the actual number of days elapsed.
3.
Seniority. This Note will rank senior to
all other indebtedness of the Company.
4.
Security. This Note is a general
unsecured obligation of the Company.
a.
Optional Conversion. The Lender shall have the
right to convert all or any part of the principal and interest
accrued under this Note at anytime up to the
Maturity Date into shares of the Borrower’s Common
Stock at a conversion rate of Fifteen Cents ($0.15) per share (the
“Conversion Rate”).
b. M
echanics and Effect of Conversion. Lender
will exercise its conversion rights by submitting a Notice of
Conversion in the form set forth in Exhibit A to this Note.
No fractional shares of Common Stock shall be issued upon
conversion of this Note . The Borrower shall pay cash
in lieu of issuing any fractional shares to the Lender upon
conversion of this Note . Upon the conversion of this
Note, the Lender shall surrender this Note ,
duly endorsed, at the principal office of the Borrower . At
its own expense, the Borrower shall, as soon as practicable,
issue and deliver to the Lender a stock certificate(s) for
the number of shares of Common Stock to which the Lender is
entitled upon such conversion (bearing such legends as are required
by applicable state and federal securities laws in the opinion of
Borrower’s counsel), together with any cash payment
representing fractional shares. If the conversion is for less than
the full principal and interest due under the Note , the
Borrower will issue a new Note substantially identical to
this Note , with the remaining principal amount shown and
the date of issue. Upon conversion of all or any part of this
Note , Borrower shall be released from all
