Exhibit 10.2
$100,000.00
US Pro Golf League,
Inc.
6% CONVERTIBLE NOTE DUE August 31,
2009
The securities represented hereby have
not been registered under the Securities Act of 1933, as amended
(the "Act") and may not be sold, transferred or hypothecated,
except pursuant to registration under the Act or an exemption from
the registration requirements of the Act.
This Convertible Note (the
“Note”) is duly authorized by US Pro Golf League, Inc.,
a corporation duly organized and existing under the laws of the
state of Nevada (the "Issuer") and is designated as its Six Percent
(6%) Convertible Note Due August 31, 2009, in the principal amount
of One Hundred Thousand Dollars($100,000.00).
FOR VALUE RECEIVED, the Issuer promises
to pay to Greens Worldwide Incorporated , the
registered holder hereof and its successors and assigns (the
"Holder"), the principal sum of One Hundred Thousand Dollars
($100,000.00), in annual principal installments of $25,000
beginning on August 31, 2006 and continuing annually on the
same date, and to pay interest on the unpaid principal balance at
the rate of 6% per annum in monthly installments beginning March
31, 2006 and continuing monthly until the entire principal balance
is paid in full. The principal of this Note is payable in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at
the address last designated in writing by the Holder hereof from
time to time. The Issuer will pay the principal of this Note
on the Maturity Date, less any amounts required by law to be
deducted or withheld, to the Holder at the last address of Holder
as set forth on the records of the Issuer.
This Note is subject to the following
additional provisions:
1.
The Issuer shall be entitled to withhold
from all payments of principal of, and interest on, this Note any
amounts required to be withheld under the applicable provisions of
the United States income tax or other applicable laws at the time
of such payments.
2.
This Note may be transferred or exchanged
only in compliance with applicable Federal and state securities
laws. This Note is one of an authorized issue of Notes
(hereinafter called the “Notes”), limited to an
aggregate principal amount of $500,000, and bearing interest
payable at the rate of Six percent (6%) per annum.
Prior to the due presentment for transfer of this Note,
the Issuer and any agent of the Issuer may treat the Holder as the
owner hereof for the purpose of receiving payment as herein
provided and all other purposes, whether or not this Note is
overdue, and neither the Issuer nor any such agent shall be
affected by notice to the contrary.
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3.
The Holder of this Note is entitled, at
its option, to convert the principal amount of this Note at any
time after a merger of Issuer into a public entity or the closing
of an acquisition of Issuer by a public entity, into shares of
Common Stock of the Issuer or Issuer parent public entity (the
"Common Stock") at a conversion rate equivalent to 15% of the
lowest bid price within the 5 days preceding the conversion notice.
Such conversion shall be effected by surrendering the Note to be
converted to the Issuer, with the form of conversion notice
attached hereto as Exhibit 1, executed by the Holder of this Note
or a specified portion (as provided) hereof, and accompanied, if
required by the Issuer, by proper assignment hereof in blank.
No fractional shares or scrip representing fractions of
shares will be issued on conversion or payment in lieu of interest,
but the number of shares issuable shall be rounded to the nearest
whole share, with the fraction paid in cash at the discretion of
the Issuer. For purposes of this Note, the "Conversion Date"
on which notice of conversion is given shall be deemed to be the
date on which the Holder has delivered a duly executed notice of
conversion followed by delivery by mail or courier of this Note,
with the conversion notice duly executed, to the Issuer, if such
notice of conversion and this Note are received by mail or courier
by the Issuer within three (3) business days.
Issuer warrants and represents that
Issuer or Issuer parent public entity will file an SB-2
registration statement to register the shares underlying this
convertible note within 60 days of becoming a publicly traded
entity or upon merger into a publicly traded entity and shall have
the registration statement declared effective by the Securities and
Exchange Commission no later than 120 days after filing.
4.
Surrender, Transfer and Exchange of
Notes.
(a)
The Company shall keep at its principal
office a register in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration
of the Notes and for the registration of transfer or conversion of
the Notes.
(b)
Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of any
Note and, in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Company, or, in
the case of any such mutilation, upon surrender and cancellation of
such Note, the Company will make and deliver a new Note of like
tenor and unpaid principal amount, in lieu of such lost, stolen,
destroyed or mutilated Note, dated the date from which unpaid
interest has accrued thereon.
(c)
If any Holder should decide to dispose of
any Note other than pursuant to (i) an effective registration
statement under the Securities Act or (ii) Rule 144 (or any
successor provision) under the Securities Act, such Holder shall
designate counsel in connection with such disposition and such
Holder will be entitled to transfer such Note free of the
restrictions imposed by Section 2(c) under the issuance of the
opinion of such counsel, provided that such opinion is
reasonably acceptable to the Company and to the effect that the
proposed distribution would not be in violation of the Securities
Act or any applicable state securities or blue sky law. Each Note
issued upon or in connection with such transfer shall bear the
applicable restrictive legend set forth above in Section 2(c),
unless in the opinion of such counsel such legend is no longer
required to ensure compliance with the Securities Act or applicable
state securities or blue sky laws.
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5.
No provision of this Note shall alter or
impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, and interest on, this Note
at the place, time, and rate, and in the coin or currency, herein
prescribed.
6.
The Issuer hereby expressly waives demand
and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, notice of acceleration or intent to
accelerate, bringing of suit and diligence in taking any action to
collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing
hereon, regardless of any without any notice, diligence, act or
omission as or with respect to the collection of any amount called
for hereunder.
7.
The Issuer agrees to pay all costs and
expenses, including reasonable attorneys' fees which may be
incurred by the Holder in collecting any amount due or exercising
the conversion rights under this Note.
8.
If one or more of the followin
