POCKETFINDER LLC CONVERTIBLE NOTE
EXHIBIT
4.2
POCKETFINDER
LLC
$_______________
PocketFinder
LLC , a limited liability company duly organized and existing under the laws
of
California (herein referred to as the “Company”), for value received, hereby
promises to pay to _______________________________, the principal sum of
$_____________________ on June 30, 2008, at the office or agency of the
Company in Anaheim, California, in such coin or currency of the United States
of
America as at the time of payment is legal tender for the payment of public
and
private debts, and to pay interest on said principal sum at the rate of 8%
per
annum, at said office or agency, in like coin or currency.
At
the
option of the holder hereof, this Note or any portion hereof, plus any accrued
and unpaid interest may be converted into:
• shares
of the common stock of any corporation which acquires the Company on the basis
of one share for each $1.00 of principal or interest converted. Any
such conversion of this note into shares of the acquired corporation must take
place within five days after the date the acquisition closes,
or
• the
Company’s Class A membership units on the basis of one Class A membership unit
for each $50,000 of principal and/or interest converted, it being understood
that if less than $50,000 of principal and/or interest is converted a
proportional fraction of a Class A membership unit will be issued upon
conversion.
This
Note
may be prepaid at any time, at the option of the Company, in whole or in part,
from time to time and upon notice given not less than 30 days before the date
fixed for prepayment and mailed to the holder at the address shown
below.
Upon
any
default in the payment of principal or interest, or upon the failure to issue
any securities to which the holder is entitled upon conversion, the holder
of
this Note will be entitled to all costs of collection, including reasonable
attorney’s fees.
This
Note
shall be deemed to be a contract made under the laws of the State of California
and for all purposes shall be construed in accordance with the laws of
California.
Dated: _______________
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By
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President
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Address
of Holder:
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