EXHIBIT 10.2
PROMISSORY NOTE
(Wayne,
Pennsylvania)
The
undersigned, Ascend Acquisition Corp., a Delaware corporation
(hereinafter called "Maker" or the “Corporation”),
whose address for purposes hereof is 435 Devon Park Drive, Bldg.
400, Wayne, PA 19087, for value received, without grace, in the
manner, on the dates and in the amounts herein stipulated, promises
to pay to Don K. Rice (hereinafter called "Payee"), at 435 Devon
Park Drive, Bldg. 400, Wayne, PA 19087, or at such other place as
Payee may hereafter designate, the sum of ONE HUNDRED NINETY-FIVE
THOUSAND DOLLARS ($195,000.00), in lawful money of the United
States of America, with interest at the rate herein
specified.
SECTION
1. INTEREST ACCRUAL. The unpaid principal
amount from time to time outstanding hereunder shall bear interest
from and after the date hereof until such amount is paid in full at
a fixed rate per annum equal FIVE PERCENT (5%). Interest
on this Note shall be computed on the basis of a 365-day year for
the actual number of days elapsed.
SECTION
2. PAYMENT OBLIGATION AND PREPAYMENT. The
unpaid principal balance of this Note with all accrued but unpaid
interest thereon shall be due and payable in full on DEMAND, or in
the event there is no demand, on or before midnight on fifth annual
anniversary of the date of this Note (the “Maturity
Date”).
The principal
amount of this Note and all accrued interest thereon may be prepaid
in cash at any time. Any payment shall be applied first,
to accrued interest, and second, to principal. No
further interest will accrue on the portion of this Note to be
prepaid from and after the date fixed for prepayment if payment of
the prepayment amount has been made or duly provided
for.
At any time
prior to the Maturity Date and prior to payment or redemption of
this Note, and, in the event that the Corporation elects to redeem
or pay this Note prior to maturity, within ten days after
Payee’s receipt of any redemption or prepayment notice, Payee
may at his sole discretion convert the entire principal amount of
this Note, or any portion thereof, together with accrued and unpaid
interest, if any, into shares of common stock of the Corporation
(“ Common Stock” ) at the conversion price as
defined in section 3.5 below, subject to adjustments as described
below (the “ Conversion Price” ). The
right to convert this Note by Payee after it is called for
redemption will terminate at the close of the tenth day following
receipt by Payee of a redemption notice; provided that such period
for Conversion may be extended by the Corporation at its sole and
absolute discretion.
3.1 Conversion.
On a date (the "Conversion Date") on which any amount remains
outstanding on this Note and on which Payee gives to
Maker written notice that Payee wishes for the entire principal
amount of this Note, or any portion thereof, together with accrued
and unpaid interest, if any, to be converted into Maker’s
Common, this Note shall, without any action required on the part of
either Maker or Payee, automatically convert into, and Payee shall
be entitled to receive in lieu of payment of the indebtedness
evidenced hereby, a number of shares of
Common Stock
equal to the quotient of (a) a sum equal to the outstanding
principal amount of and accrued interest on this Note that Maker
desires to so convert, divided by (b) the "Conversion Price" (as
defined in Section 3.5 below) in effect at the Conversion
Date.
3.2 Issuance
of Certificates. As promptly after the Conversion Date as
reasonably practicable and after Payee’s surrender of this
Note marked "Cancelled", Maker shall instruct its transfer agent to
issue and deliver to Payee at the address of Payee set forth above,
without any charge to Payee, a certificate or certificates (issued
in the name of Payee) for the number of full shares of Common Stock
of Maker issuable upon the conversion of this Note.
3.3 Status
on Conversion. Upon conversion of this Note, Payee shall be deemed
to have become the stockholder of record of the shares of Common
Stock into which this Note is converted on the Conversion Date
(unless the transfer books of Maker are closed on that date, in
which event Payee shall be deemed to have become the stockholder of
record on the next succeeding day on which the transfer books are
open and the conversion shall be at the rate in effect on such
date).
3.4 Elimination
of Fractional Interests. No fractional shares of Common Stock shall
be issued upon conversion of this Note, nor shall Maker be required
to pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated and
that all issuances of Common Stock shall be rounded up to the
nearest whole share.
(a) The
initial Conversion Price of this Note shall be $0.04.
(b)
The Conversion Price shall be adjusted from time to time as
follows: if Maker shall at any time after the date hereof (i) issue
any shares of Common Stock by way of a dividend or other
distribution on any stock of Maker and without consideration, or
(ii) subdivide or combine its outstanding shares of Common Stock,
the Conversion
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