Exhibit 10(l)
Convertible Debenture
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No. 2 $_______________________
Just Like Home, Inc. at Peridot Enterprises, Inc.
000 Xxxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
January XX, 2000
2-Year 13 Percent Convertible Debenture
Due XXX
JUST LIKE HOME, INC. a Florida corporation (the "Corporation"), for value
received, promises to pay to XXX ("Holder"), or registered assigns, the sum of
$XX on XXX, and to pay interest at the rate of 13 percent per annum quarterly on
the first day of January, April, July and October of each year, computed from
XXX (the "issue date"). Payment of principal, if applicable, and interest shall
be made from the offices of the Corporation, in lawful money of the United
States of America, and shall be mailed to the registered owner or owners hereof
at the address appearing on the books of the Corporation.
This Debenture is one of a duly authorized issue of the Corporation's
debentures in the aggregate amount of $XXX, dated as of XXX, all of like tenor
and maturity, except variations necessary to express the date, number, principal
amount and payee of each debenture.
1. Equal Rank. All debentures of this issue rank equally and ratably
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without priority over one another.
2. Conversion. The Holder or Holders of the Debenture may at any time
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prior to the maturity hereof (except that, if the Corporation has
called this Debenture for redemption, the right to convert shall
terminate at the close of business on the second business day prior to
the day fixed as the date for such redemption) convert the principal
amount hereof into the corporation's common stock at a price to be
determined by Holder as either: (a) the stock price on the issue date,
or (b) $.28 per share, or (c) the price at which the stock closed on
any day in the 30 days preceding conversion. To convert this
Debenture, the Holder or Holders hereof must surrender the same at the
office of the Corporation together with a written instrument of
transfer in a form satisfactory to the Corporation, properly completed
and executed and with a written notice of conversion.
3. Adjustments to Conversion. If the Corporation at any time pays to the
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holders of its common stock a dividend in common stock, the number of
shares of common stock issuable upon the conversion of this Debenture
shall be proportionally increased, effective at the close of business
on the record date for determination of the holders of the common
stock entitled to the dividend.
If the Corporation at any time subdivides or combines in a larger or
smaller number of shares its outstanding shares of common stock, then
the number of
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shares of common stock issuable upon the conversion of the Debenture
shall be proportionally increased in the case of a subdivision and
decreased in the case of a combination, effective in either case at
the close of business on the date that the subdivision or combination
becomes effective.
If the Corporation is recapitalized, consolidated with or merged into
any other corporation, or sells or conveys to any other Corporation
all or substantially all of its property as an entity, provision shall
be made as part of the terms of the recapitalization, consolidation,
merger, sale or conveyance so that the Holder or Holders of this
Debenture may receive, in lieu of the common stock otherwise issuable
to them upon conversion hereof, at the same conversion ratio, the same
kind and amount of securities or assets as may be distributable upon
the recapitalization, consolidation, merger, sale or conveyance with
respect to the common stock.
4. Fractional Shares. In lieu of issuing any fraction of a share upon
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the conversion of this Debenture, the Corporation shall pay to the
Holder hereof for any fraction of a share otherwise issuable upon the
conversion cash equal to the same fraction of the then current per
share market price of the common stock.
5. Redemption. The Corporation may at any time prepay in whole or in
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part fifty percent of the principal amount, plus accrued interest to
the date of prepayment of all outstanding debentures of this issue,
upon 30 days' written notice by certified or registered mail to the
registered owners of all outstanding debentures. Such notice shall be
mailed to their addresses appearing on the Corporation's books.
6. Registered Owner. The Corporation may treat the person or persons
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whose name or names appear on this Debenture as the absolute owner or
owners hereof for the purpose of receiving payment of, or on account
of, the principal and interest due on this Debenture and for all other
purposes.
7. Release of Shareholders, Officers and Directors. This Debenture is
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the obligation of the corporation only, and no recourse shall be had
for the payment of any principal or interest hereon against any
shareholder, officer or director of the Corporation either directly or
through the Corporation by virtue of any statute for the enforcement
of any assessment or otherwise. The Holder or Holders of this
Debenture, by the acceptance hereof, and as part of the consideration
for this Debenture, release all claims and waive all liabilities
against the foregoing person in connection with this Debenture.
8. Default. If any of the following events occur ("Event of Default"),
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the entire unpaid principal amount of, and accrued and unpaid interest
on, this Debenture shall immediately be due and payable:
The Corporation fails to pay any interest on this Debenture when it is
due and payable, and the failure continues for a period of 30 days.
The Corporation fails to pay the principal of this Debenture at its
maturity.
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9. Facsimile Execution. Facsimile execution of this Debenture shall be
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binding on the Parties and shall be deemed to same as an original for
purposes of enforcement.
IN WITNESS WHEREOF, the Corporation has signed and sealed this Debenture
this XX day of XXX, 2000.
Just Like Home, Inc.
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Xxxxxx X. Xxxx, President
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