Exhibit 4.1
Phoenix International Ventures,
Inc
“Promissory Note
Agreement”
|
NOTE
AMOUNT
|
$
|
|
ISSUANCE
DATE
|
__________,
2008
|
|
MATURITY
DATE
|
__________, 2009
|
FOR VALUE RECEIVED, Phoenix International
Ventures, Inc. , a Nevada Corporation (OTC BB:
PIVN) hereby promises to pay ______________ .
(the “ Holder ”) on ____, 2009 (the
“Maturity Date”), or earlier, the Note Amount of
____________ dollars U.S. (_________), plus accrued and unpaid
interest thereon, in such amounts, at such times and on such terms
and conditions as are specified herein. The Company, and the Holder
are sometimes hereinafter collectively referred to as the “
Parties ” and each a “ Party ” to
this Agreement.
WHEREAS, the Company desires to accept finance,
from the Holder, for working capital needs.
WHEREAS, the Holder desires to finance the
Company upon the terms and conditions set forth in this
Agreement.
In consideration of the above recitals, the
terms and covenants of this Agreement and other good and valuable
consideration, including the payment of money from Holder to
Company, the receipt of which is hereby acknowledged to be the date
of issuance, and intending to be bound hereby, the Parties agree as
follows:
Article 1
Payment; Repayment;
Interest
Section 1.1 Interest
The Company shall pay interest on the Note
Amount (“ Note Amount Interest ”) at the rate of
fifteen percent (15%) per annum. Interest shall be accrued on a
monthly basis. The Company shall make mandatory quarterly payments
of interest (the “ Note Amount Interest Payments
”), in an amount equal to the interest accrued on the balance
of the Note. The Note Amount Interest Payments shall commence on
the third month following the Issuance Date and shall continue
every three months until the Maturity Date.
Section 1.2 Payment and
repayment
Payment.
The Holder encloses herewith a check payable to,
or will immediately make a wire transfer payment to, “Phoenix
International Ventures, Inc.” or to its wholly owned
subsidiary “Phoenix Europe Ventures, Inc” in the full
amount of the Note. The date of issuance shall be
determined to be the date the funds appear in the company’s
bank account.
Repayment
The Company shall pay the holder the full Note
Amount of ___________ U.S. (________) on _________, 2009 (the
“Maturity Date”), or earlier plus accrued and unpaid
interest. There will be no penalties for early
repayment.
Article 2
Incentive shares and warrants
a. The
Company shall issue to the holder ____________________________
(_________) shares of unregistered, restricted Common Stock (the
“ Incentive Shares ”) as an incentive for the
Holder entering into this Agreement with the Company. The Incentive
Shares shall be issued and delivered to the Holder upon Closing.
The Company hereby acknowledges that the date of consideration for
the Incentive Shares is ___________, 2008. The Holder herby
acknowledges that he is aware that these shares are restricted
under rule 144 and cannot be sold for a period of at least six (6)
months from date of issuance.
b. The
Company shall grant the holder a warrant to purchase
_______________ (___________) shares of common stock (the
“Warrants”). Each Warrant is exercisable for
a period of two years at an exercise price that shall be equal to
the closing price of the Company’s stock at the end of
trading of the day of issuance or closest previous day. The Holder
hereby acknowledges that he is aware that once exercised these
shares are restricted under rule 144 and cannot be sold for a
period of six (6) months from date of issuance.
Article 3
Collateral
The Company shall cause to happen that a
shareholder (the “Pledge”) shall provide free trading
stock in the form of a stock certificate as collateral (Stock Based
Collateral Agreement Annex A). The Stock Certificate shall be
entrusted to ____________. The Pledgee shall provide letters
authorizing the transfer of the shares from his name to the name of
the Holder. The total amount of shares to be pledged as collateral
shall be__________________ shares that are worth ______________
U.S.D. at the date of issuance. Assumption of the collateral will
occur in accordance with article 4 b of this agreement and Annex A.
The Holder shall receive shares in total worth equal to the amount
owed to him by the company so long as they do not exceed
________________ shares. Any remainder shall be kept under the name
of the Pledgee who provided the collateral. These
shares shall only be released to the holder upon a default by the
Company as provided below.
Article 4
Default and
remedies
There shall be 2 kinds of defaults recognized
under this agreement:
a. In
case, the Company defaults on paying the quarterly interest
payments as described in article 1 section 1.1. In such a case, the
Company will have a grace period of ten (10) days in which to come
up with the payment and suffer no penalty. If the company fails to
pay within the ten day period then it shall suffer from an
automatic increase of 5% annual percentage rate increase. This
increase shall also be applied retroactively to the date of the
latest payment done by the company.
b. In
case, the Company defaults on paying the whole or part of the
principal on Maturity Date, the Holder may direct Mr. Arad to
assume the collateral and transfer the applicable amount of
collateralize
