Exhibit 10.9
THIS NOTE AND THE COMMON STOCK OF THE COMPANY ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
ANY DISTRIBUTION THEREOF. THIS NOTE AND THE COMMON STOCK OF THE COMPANY ISSUABLE
UPON THE CONVERSION OF THIS NOTE MAY NOT BE SOLD, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
CONCURRED IN BY COUNSEL FOR THE COMPANY THAT REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.
MAJOR TREES CORP.
PROMISSORY NOTE
$50,000 Issue Date: August 16, 2004
FOR VALUE RECEIVED, Major Trees Corp., a Nevada corporation (the
"COMPANY"), hereby promises to pay to the order of XXXXXXXX XXXXXXXX AS TRUSTEE
FOR MARITAL TRUST (the "HOLDER") in lawful money of the United States at the
address of the Holder set forth below, the principal amount of Fifty Thousand
Dollars ($50,000), with simple interest at the rate of twelve percent (12.0%)
per annum with an additional three percent (3.0%) bonus at maturity.
Interest will be calculated on a 365-day year for the actual number of
days elapsed and shall commence on the Issue Date and continue on the
outstanding principal until paid in full or converted as provided below.
1. PURCHASE TERMS. This note (the "NOTE") is issued pursuant to the
terms outlined below and dated August 16, 2004.
o This note is a twenty-four month note
o The note carries monthly interest payments due on the 15th of each
month
o A $50,000 balloon of the principal is due on August 15, 2006.
o There is also a profit sharing bonus of 3% of the principal due on
maturity on August 15, 2006.
2. MATURITY DATE. The entire outstanding principal balance of this
Note, and any unpaid accrued interest, shall be due and payable in full on the
date that is 24 months from the Issue Date first set forth above (the "MATURITY
DATE") unless prepaid or converted by the Holder prior to the Maturity Date
pursuant to the terms of this Note. Interest payments shall be made on a
quarterly basis.
4. DELIVERY OF CERTIFICATE(S). Within ten (20) days from the signing of
this note, the company shall deliver to the Holder a certificate or certificates
representing the number of options of Common Stock that the Holder is entitled
to receive under the terms of this note if applicable.
5. FRACTIONAL SHARES. In the event this Note contains Common Stock
option provisions above, no fractional shares will be issued in connection with
such options. In lieu of fractional shares, which would otherwise be issuable,
the Company shall pay cash equal to the product of such fraction multiplied by
the Conversion Price.
6. REGISTRATION RIGHTS. When the Company registers any of its
securities for its own account or for the account of other security holders of
the Company on registration form SB-2, the Company shall include such
registration the Common Stock options issuable under the terms of this Note.
7. PAYMENT. All amounts payable hereunder shall be paid by the Company
in immediately available and freely transferable funds at the place designated
by the Holder to the Company for such payment.
8. ASSIGNMENT. This Note is not assignable, negotiable, or transferable
by the holder unless (i) a registration statement with respect to this Note is
effective under the Securities Act of 1933, as amended, and any applicable state
securities law requirements have been met, or (ii) exemptions from the
registration requirements under the Securities Act of 1933, as amended, and the
registration or qualification requirements of applicable state securities law
are available.
9. SUCCESSORS AND ASSIGNS. All covenants, agreements and undertakings
in this Note by or on behalf of any of the parties shall bind and inure to the
benefit of the respective successors and assigns of the parties whether so
expressed or not.
10. SEVERABILITY. If any provision of the Note is held to be illegal,
invalid or unenforceable under any present or future law, then: (i) such
provision, or any portion thereof, shall be fully severable; (ii) this Note will
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; (iii) the remaining provisions of this Note
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or its severance from this Note; and (iv) in
lieu of such illegal, invalid or unenforceable provision there will
automatically be added as a part of this Note a legal, valid and enforceable
provision on terms as substantially similar as possible to the terms of the
illegal, invalid or unenforceable provision.
11. AMENDMENT. This Note and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
Company and the Holder.
12. GOVERNING LAW. The terms of this Note shall be construed in
accordance with the laws of the State of Nevada as applied to contracts entered
into by Nevada residents within the State of Nevada, which contracts are to be
performed entirely within the State of Nevada.
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13. NOTICE. Any notice or other communication provided for under this
Note shall be in writing and shall be sent by (a) personal delivery, (b)
registered or certified mail (return receipt requested) or (c) nationally
recognized overnight courier service, to Company or to the Purchaser at their
respective addresses set forth on the signature pages of the Agreement. A notice
or other communication shall be deemed to have been duly received (a) if
personally delivered, on the date of such delivery, (b) if mailed, on the date
set forth on the signed return receipt or (c) if delivered by overnight courier,
on the date of actual delivery (as evidenced by the receipt of the overnight
courier service).
14. COLLATERAL. The Company agrees to provide 7,500 trees on the Major
Trees Arizona Farm as collateral for this note and agreement. The trees will be
secured by UCC-1 filing within 20 days of the signing of this note, filed by the
Company in the state of Arizona.
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of
the date first written above.
MAJOR TREES CORPORATION
By: /s/ XXXX XXXXXXX
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Name: XXXX XXXXXXX
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Title: CEO
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Date: AUGUST 16, 2004
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Lender:
By: XXXXXXXX XXXXXXXX AS TRUSTEE FOR:
---------------------------------
Name: GOULDING MARITAL TRUST
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.. Signature: /s/ XXXXXXXX XXXXXXXX TRUSTEE
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Date: AUGUST 16, 2004
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[HANDWRITTEN] AMENDMENT:
MAJOR TREES IS INSTRUCTED TO MAKE PAYMENT OF THE 3% MATURITY BONUS IN THE NAMES
OF XXXXXXXX XXXXXXXX AND XXXXXXX XXXXXXXX AS JOINT TENANTS IN COMMON WITH THE
RIGHT OF SURVIVORSHIP.
/s/ XXXXXXXX XXXXXXXX
/s/ XXXXXXX XXXXXXXX
AUGUST 16, 2004
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