Exhibit 4.6
VillageEDOCS
CONVERTIBLE SECURED PROMISSORY NOTE
_____________, 20__
$___________ Tustin, California
FOR VALUE RECEIVED, the undersigned, VillageEDOCS (the "Maker"), hereby promises
to pay to the order of __________________ (the "Lender"), the principal sum of
_______________ ($________) together with interest earned thereon from the date
on which funds were initially deposited in the Maker's bank, Sunwest Bank.
Interest will be earned at the per annum rate equal to ten percent (10%).
Principal and interest are payable as described herein.
Any payment pursuant hereto shall first be applied to principal due and owing at
the date of such payment. Whatever remains after the amount of such principal is
deducted from such payment shall be applied to the interest balance due
hereunder, and the interest upon that portion of principal so credited shall
thereupon cease.
Maker shall have the right, without penalty, to prepay the indebtedness
represented hereby in part or in full at any time or times during the term
hereof. Any payment pursuant hereto shall first be applied to principal due and
owing at the date of such payment. Whatever remains after the amount of such
principal is deducted from such payment shall be applied to the interest balance
due hereunder, and the interest upon that portion of principal so credited shall
thereupon cease.
If any payment of principal of and/or accrued interest on this Note is not paid
as and when due and payable hereunder, it shall thereupon accrue, and Maker
hereby expressly agrees to pay as liquidated damages and not as a penalty,
interest on the remaining unpaid balance of principal and accrued but unpaid
interest at the rate stated above until all unpaid first principal and second
interest is paid in full.
This Note is secured by a Security Agreement dated __________ by and between
Maker and Lender encumbering all the assets of Maker, the terms of which are
incorporated herein by reference.
Not withstanding anything in the Note to the contrary, Maker hereby agrees that
the principal amount of this Note and any interest accrued thereon shall be
repaid at the Lender's option, whenever one of the following events occurs:
(d) A controlling interest in the Maker is acquired by a third party; or
(e) October 31, 2005; or
(f) The Maker receives net cash proceeds from an equity financing of
$3,000,000 or more, subsequent to the date of this Note.
In the event that Maker achieves the above equity financing, Lender shall have
the option to convert any remaining unpaid balance of principal and accrued but
unpaid interest into shares of Common Stock of the Maker (the "Common Stock") at
a conversion price of $2.50 per share, or equal to the price per share of the
Common Stock issued in the equity financing described above, whichever price is
lower. Xxxxxx must notify the Maker in writing 15 business days prior to the
closing of the equity financing regarding the Lender's desire to convert to
Common Stock, or have the remaining unpaid balance of principal and accrued but
unpaid interest paid in cash.
29
In the event that Maker is acquired prior to this Note being repaid, Lender
shall have the option to convert any remaining unpaid balance of principal and
accrued but unpaid interest into shares of Common Stock of the Maker at a
conversion price of $2.50 per share, or equal to the price per share paid for
the Maker by the acquirer, whichever price is lower. Xxxxxx must notify the
Maker in writing 15 business days prior to the closing of the acquisition
transaction regarding the Lender's desire to convert to Common Stock, or have
the remaining unpaid balance of principal and accrued interest be paid in cash.
In the event that this conversion option related to the Maker being acquired
potentially causes an acquisition to not be consummated, the Maker reserves the
unilateral right to eliminate this conversion option and repay the unpaid
balance of principal and accrued interest in cash.
All or part of the unpaid principal or accrued and unpaid interest of this Note
is convertible into the Maker's Common Stock at any time at the option of Lender
at a conversion price equal to the lower of $2.50 or the average of the Maker's
Common Stock closing bid price on the OTC:BB, NASDAQ or other established
securities exchange or market for the ten (10) consecutive trading days prior to
the date Lender delivers written notice of his conversion election to the Maker.
Partial conversions shall be allowed and upon a full conversion this Note shall
be deemed satisfied and paid in full.
In the event any judicial proceedings are instituted to enforce or interpret the
rights and obligations of Maker and Lender under this Note, the prevailing party
in such proceedings shall be entitled to reasonable attorney's fees and costs.
This Note and all transactions hereunder and/or evidenced hereby shall be
governed by, construed under, and enforced in accordance with the laws of the
State of California. This Note may not be changed, amended or modified orally.
Should any provision of this Note be declared or be determined by any court to
be invalid, illegal or unenforceable, such provision shall be severable from the
remainder of this Note, and the legality, validity and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Maker has caused this Convertible Secured Promissory Note to be executed by its
duly authorized officer.
VillageEDOCS (Maker)
By:________________________________ Date:__________________
X. Xxxxx Xxxxxx
President and Chief Executive Officer
Agreed:____________________________ Date:__________________
Printed name of Xxxxxx: _______________
Agreed:____________________________ Date:__________________
30
Printed name of Xxxxxx: ________________
31
