Contract
This
Note
has not been registered under the Securities Act of 1933, as amended (the "1933
Act"), or under the provisions of any applicable state securities laws, but
has
been acquired by the registered holder hereof for purposes of investment and
in
reliance on statutory exemptions under the 1933 Act, and under any applicable
state securities laws. This Note may not be sold, pledged, transferred or
assigned except in a transaction which is exempt under provisions of the 1933
Act and any applicable state securities laws or pursuant to an effective
registration statement; and in the case of an exemption, only if the Company
has
received an opinion of counsel satisfactory to the Company that such transaction
does not require registration of this Note.
| September __, 2006 |
$[_______].00
|
16%
CONVERTIBLE PROMISSORY NOTE
IFSA
Strongman, Inc. (the "Company"), for value received, hereby promises to pay
to
[__________], or his registered assign (the "Holder") on September __, 2007
(the
"Maturity Date"), at the principal offices of the Company, the principal sum
of
[_____________] (the “Initial Principal Amount”) owed Holder on such date in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest on the outstanding principal sum hereof at the rate of sixteen percent
(16%) per annum (the "Note") and payable monthly in arrears commencing October
__, 2006. Principal shall be payable on the Maturity Date in like coin or
currency to the Holder hereof at the office of the Company as hereinafter set
forth, provided that any payment otherwise due on a Saturday, Sunday or legal
Bank holiday may be paid on the following business day. In the event that for
any reason whatsoever any interest or other consideration payable with respect
to this Note shall be deemed to be usurious by a court of competent jurisdiction
under the laws of any state governing the repayment hereof, then so much of
such
interest or other consideration as shall be deemed to be usurious shall be
held
by the holder as security for the repayment of the principal amount hereof
and
shall otherwise be waived.
1. Transfers
of Note to Comply with the 1933 Act
The
Holder agrees that this Note may not be sold, transferred, pledged, hypothecated
or otherwise disposed of except as follows: (1) to a person whom the Note may
legally be transferred without registration and without delivery of a current
prospectus under the 1933 Act with respect thereto and then only against receipt
of an agreement of such person to comply with the provisions of this Section
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with respect to any resale or other disposition of the Note; or (2) to any
person upon delivery of a prospectus then meeting the requirements of the 1933
Act relating to such securities and the offering thereof for such sale or
disposition, and thereafter to all successive assignees.
2. Prepayment
(a) Optional
Prepayment. The
principal amount of this Note may be prepaid by the Company, in whole or in
part, but not withstanding the prepayment of any principal prior to March __,
2007 the Company shall continue to make interest payments to the Holder through
March __, 2007 based upon the Initial Principal Amount and thereafter shall
only
make interest payments to the Holder based upon the amount of principal then
outstanding hereunder.
(b) Optional
Prepayment. The
Company hereby agrees that if at any time from the date hereof the Company
closes on
a
private placement offering of its securities, obtains debt financing or earns
revenues prior to the Maturity Date, with gross proceeds to the Company of
at
least $750,000, the
principal of, and accrued interest on, the Note shall become immediately due
and
payable in cash in accordance with the terms hereof.
3. Covenants
of Company
The
Company covenants and agrees that, so long as any principal of, or interest
on,
this Note shall remain unpaid, unless the Holder shall otherwise consent in
writing, it will comply with the following terms:
(a)
Reporting
Requirements.
The
Company will furnish to the Holder:
(i)
as
soon as possible, and in any event within ten (10) days after obtaining
knowledge of the occurrence of (A) an "Event of Default," as hereinafter
defined, (B) an event which, with the giving of notice or the lapse of time
or
both, would constitute an Event of Default, or (C) a material adverse change
in
the condition or operations, financial or otherwise, of the Company, taken
as
whole, the written statement of the Chief Executive Officer or the Chief
Financial Officer of the Company, setting forth the details of such Event of
Default, event or material adverse change and the action which the Company
proposes to take with respect thereto;
(ii)
promptly after the sending or filing thereof, copies of all financial
statements, reports, certificates of its Chief Executive Officer, Chief
Financial Officer or accountants and other information which the Company or
any
subsidiary sends to any holders (other than the Notes) of its
securities;
(iii)
promptly after the commencement thereof, notice of each action, suit or
proceeding before any court or other governmental authority or other regulatory
body or any arbitrator as to which there is a reasonable possibility of a
determination that would (A) materially impact the ability of the Company or
any
subsidiary to conduct its business, (B) materially and adversely affect the
business, operations or financial condition of the Company taken as a whole,
or
(C) impair the validity or enforceability of the Notes or the ability of the
Company to perform its obligations under the Notes.
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(b) Compliance
with Laws. The
Company will comply, in all material respects with all applicable laws, rules,
regulations and orders, except to the extent that noncompliance would not have
a
material adverse effect upon the business, operations or financial condition
of
the Company taken as a whole.
(c) Preservation
of Existence.
The
Company will maintain and preserve, and cause each subsidiary, if any, to
maintain and preserve, its existence, and become or remain duly qualified and
in
good standing in each jurisdiction in which the failure to be so qualified
would
have a material adverse effect on the business, operations or financial
condition of the Company, taken as a whole.
(d) Maintenance
of Properties.
The
Company will maintain and preserve, all of its properties which are necessary
in
the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, at all times with the provisions of all
leases to which it is a party as lessee or under which it occupies property,
so
as to prevent any forfeiture or material loss thereof or
thereunder.
(e) Maintenance
of Insurance.
The
Company will maintain, with responsible and reputable insurers, insurance with
respect to its properties and business, in such amounts and covering such risks,
as is carried generally in accordance with sound business practice by companies
in similar businesses in the same localities in which the Company is
situated.
(f) Keeping
of Records and Books of Account.
The
Company will keep adequate records and books of account, with complete entries
made in accordance with generally accepted accounting principles, reflecting
all
of its financial and other business transactions.
(g) Compliance
with the Securities Exchange Act of 1934. The
Company shall comply in all respects with the requirements of the Securities
Exchange Act of 1934, including the filing of all reports due
thereunder.
4. Events
of Default and Remedies
(a)
Any
one or more of the following events which shall have occurred and be continuing
shall constitute an event of default ("Event of Default"):
(i)
Default in the payment of interest upon this Note, as and when the same shall
become due; or
(ii) Default
in the payment of the principal of this Note, as and when the same shall become
due; or
(iii) Default
in the payment of any other obligation of the Company in an amount in excess
of
$100,000; or
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(iv)
The
Company shall fail to perform or observe any affirmative covenant contained
in
this Note and such Default, if capable of being remedied, shall not have been
remedied ten (10) days after written notice thereof shall have been given by
the
Holder to the Company; or
(v)
The
Company or any subsidiary (A) shall institute any proceeding or voluntary case
seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of
any
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for such the Company or any subsidiary or for any substantial
part of its property, or shall consent to the commencement against it of such
a
proceeding or case, or shall file an answer in any such case or proceeding
commenced against it consenting to or acquiescing in the commencement of such
case or proceeding, or shall consent to or acquiesce in the appointment of
such
a receiver, trustee, custodian or similar official; (B) shall be unable to
pay
its debts as such debts become due, or shall admit in writing its inability
to
apply its debts generally; (C) shall make a general assignment for the benefit
of creditors; or (D) shall take any action to authorize or effect any of the
actions set forth above in this subsection 3 (iv); or
(v)
Any
proceeding shall be instituted against the Company seeking to adjudicate it
a
bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for the Company or for any
substantial part of its property, and either such proceeding shall not have
been
dismissed or shall not have been stayed for a period of sixty (60) days or
any
of the actions sought in such proceeding (including, without limitation, the
entry of any order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial
part
of its property) shall occur; or
(vi)
One
or more final judgments or orders for the payment of money in excess of $100,000
in the aggregate shall be rendered against the Company, and either (A)
enforcement proceedings shall have been commenced by any creditor upon any
such
judgment or order, or (B) there shall be any period of thirty (30) days during
which enforcement of any such judgment or order shall not be discharged, stayed
or fully satisfied.
(b)
If an
Event of Default described above has occurred, then the Holder may, without
further notice to the Company, declare the principal amount of this Note at
the
time outstanding, together with accrued unpaid interest thereon, and all other
amounts payable under this Note to be forthwith due and payable, whereupon
such
principal, interest and all such amounts shall become and be forthwith due
and
payable.
(c)
The
Company covenants that in case the principal of, and accrued interest on, the
Note becomes due and payable by declaration or otherwise, then the Company
will
pay in cash to the Holder of this Note, the whole amount that then shall have
become due and payable on this Note for principal or interest, as the case
may
be, and in addition thereto, such further amount as shall be sufficient to
cover
the costs and expenses of collection, including reasonable fees and
disbursements of the Holder's legal counsel. In case the Company shall fail
forthwith to pay such amount, the Holder may commence an action or proceeding
at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree against
Company or other obligor upon this Note, wherever situated, the monies
adjudicated or decreed to be payable.
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(d)
Notwithstanding Section 4(c) above, in case the principal of, and accrued
interest on, the Note becomes due and payable by declaration or otherwise,
then
the Holder may elect to convert some or all of the principal and interest owing
on this Note into shares of the Company’s common stock at a
conversion price equal to 10% multiplied by the average closing price for the
common stock of the Company on the Over-the-Counter Bulletin Board, or
applicable trading market, during the ten (10) trading day period ending one
day
prior to the date the Event of Default shall have occurred.
Such
election to convert shall be evidenced by completion of the conversion notice
attached hereto and delivery of such notice to the Company. The Holder’s right
to convert the obligations due under this Note to common stock shall supercede
the Company’s right to repay such obligations in cash.
5. Miscellaneous
(a) This
Note
has been issued by the Company pursuant to authorization of the Board of
Directors of the Company.
(b) The
Company may consider and treat the entity in whose name this Note shall be
registered as the absolute owner thereof for all purposes whatsoever (whether
or
not this Note shall be overdue) and the Company shall not be affected by any
notice to the contrary. Subject to the limitations herein stated, the registered
owner of this Note shall have the right to transfer this Note by assignment,
and
the transferee thereof shall, upon his registration as owner of this Note,
become vested with all the powers and rights of the transferor. Registration
of
any new owners shall take place upon presentation of this Note to the Company
at
its principal offices, together with a duly authenticated assignment. In case
of
transfer by operation of law, the transferee agrees to notify the Company of
such transfer and of his address, and to submit appropriate evidence regarding
the transfer so that this Note may be registered in the name of the transferee.
This Note is transferable only on the books of the Company by the holder hereof,
in person or by attorney, on the surrender hereof, duly endorsed. Communications
sent to any registered owner shall be effective as against all holders or
transferees of the Note not registered at the time of sending the
communication.
(c) Payments
of principal and interest shall be made as specified above to the registered
owner of this Note. No interest shall be due on this Note for such period of
time that may elapse between the maturity of this Note and its presentation
for
payment.
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(d) The
Holder shall not, by virtue, hereof, be entitled to any rights of a shareholder
in the Company, whether at law or in equity, and the rights of the Holder are
limited to those expressed in this Note, until such time as this Note shall
be
converted into common stock of the Company in accordance with the terms
hereof.
(e) Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Note, and (in the case of loss, theft
or destruction) of reasonably satisfactory indemnification, and upon surrender
and cancellation of this Note, if mutilated, the Company shall execute and
deliver a new Note of like tenor and date.
(f) This
Note
shall be construed and enforced in accordance with the laws of the State of
New
York. The Company and the Holder hereby consent to the jurisdiction of the
Courts of the State of New York and the United States District Courts situated
therein in connection with any action concerning the provisions of this Note
instituted by the Holder against the Company.
IN
WITNESS WHEREOF, IFSA Strongman, Inc. caused this Note to be signed in its
name
by its [___________].
| IFSA STRONGMAN, INC. | ||
| |
|
|
| By: | _________________________ | |
| Name: | ||
| Title: | ||
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NOTICE
OF CONVERSION
(To
be
executed by the Registered Holder in order to convert the Note)
The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Note issued by IFSA Strongman, Inc. into Shares
of
Common Stock according to the conditions set forth in such Note, as of the
date
written below.
Date
of
Conversion:____________________________________________________________________
Conversion
Price: $_____ per share per stated formula
Shares
To
Be
Delivered:_________________________________________________________________
Signature:____________________________________________________________________________
Print
Name:__________________________________________________________________________
Address:_____________________________________________________________________________
____________________________________________________________________________
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