EXHIBIT 10.2
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE OR FOREIGN
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS NOTE MAY NOT BE TRANSFERRED OR RESOLD IN THE
UNITED STATES, OR TO A U.S. PERSON, OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN RULE 902
OF REGULATION S UNDER THE 1933 ACT) FOR A PERIOD OF ONE YEAR
EXPIRING ON NOVEMBER 15, 2002, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT OR UNLESS
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNLESS THE HOLDER PROVIDES THE COMPANY WITH AN OPINION
FROM COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE AT THE TIME OF SUCH TRANSFER.
HEDGING TRANSACTIONS INVOLVING THIS NOTE OR THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE 1933 ACT.
CONVERTIBLE NOTE
_______________
FOR VALUE RECEIVED, GLOBAL INDUSTRIAL SERVICES, INC., a
Nevada corporation (hereinafter called "Borrower"), hereby
promises to pay to XXXXXXX FINANCIAL INC., 00000 Xxxxxxxxx Xxxxx
X.X. Calgary, Alberta T2J 0S7 (the "Holder") or order, without
demand, the sum of CDN$400,000, with simple interest accruing at
the annual rate of 30%, on November 15, 2002 (the "Maturity
Date").
The following terms shall apply to this Note:
ARTICLE I
DEFAULT RELATED PROVISIONS
1.1 Payment Grace Period. The Borrower shall have a ten
(10) day grace period to pay any monetary amounts due and payable
under this Note, after which grace period a default interest rate
of 50% per annum shall apply to the amounts owed hereunder.
1.2 Conversion Privileges. The Conversion Privileges set
forth in Article II shall remain in full force and effect
immediately from the date hereof and until the Note is paid in
full.
1.3 Interest Rate. Subject to the Holder's right to
convert, interest payable on this Note shall accrue at the annual
rate of thirty percent (30%) and shall be due and payable
monthly, on the 1st day of each month commencing 30 days
following the advance of funds due under this Note. Subject to
Section 1.1, unpaid interest shall accrue interest at the rate of
30% per annum.
1.4 Security Interest. To secure the payment and
performance under this Note, Borrower shall cause 5,000,000
shares of its restricted Common Stock (the "Collateral Shares")
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to be issued in the name of Xxxxxx and deposited with the law
firm of Xxxxxxx & Xxxxxxxx, Ltd. ("Escrow Agent") to be held in
escrow for security against the Note. The Collateral Shares may
be used at any time, at the option of Holder, to convert the
balance of the principal and interest due under this Note in
accordance with the Conversion Rights set out in Article II and
as security for the due payment by Borrower of the principal,
interest and other monies due hereunder. Further, should the
market value of the security interest held in escrow fall below
US$500,000 for a period of ten (10) consecutive trading days,
Xxxxxxxx agrees to cause additional shares to be issued in the
name of Xxxxxx and delivered to the Escrow Agent so to maintain a
security interest market value of US$500,000. The parties agree
that in order to protect the interests of the Borrower's
corporation and its shareholders, the Collateral Shares shall not
carry any shareholder rights, privileges or power of authority
(including voting rights) and, pursuant to NRS 78.350(3),
Borrower shall have adopted resolutions which deny Holder's
right, among others, to vote the Collateral Shares until such
time as they have been delivered to Holder pursuant to conversion
or default under this Note.
ARTICLE II
CONVERSION RIGHTS
The Holder shall have the right to convert the principal amount
and interest due under this Note into Shares of the Borrower's
Common Stock as set forth below.
2.1. Conversion into the Borrower's Common Stock.
(a) Interest. The Holder shall have the right from
and after the issuance of this Note and then at any time
until this Note is fully paid, to convert the monthly
interest so payable into fully paid and non-assessable
shares of common stock of Borrower as such stock exists on
the date of issuance of this Note, or any shares of capital
stock of Borrower into which such stock shall hereafter be
changed or reclassified (the "Common Stock") at the
conversion price as defined in Section 2.1(d) hereof (the
"Conversion Price"), determined as provided herein. Upon
delivery to the Borrower and the Escrow Agent of a Notice of
Conversion attached to this Note as Exhibit A (the "Interest
Conversion Notice") executed by Holder of the Note
evidencing such Xxxxxx's intention to convert the monthly
interest, and accompanied, if required by the Borrower, by
proper assignment hereof in blank. The date of giving of
such notice of conversion being a "Conversion Date." The
Interest Conversion Notice may be given by facsimile to the
Borrower at (000) 000-0000 and Escrow Agent at (702) 650-
5667. Upon the receipt of the Interest Conversion Notice
properly completed and duly executed by the Holder, the
Borrower shall cause the Escrow Agent to within five (5)
business days after delivery of the Interest Conversion
Notice, instruct the transfer agent to deliver to or upon
the order of the Holder that number of Shares for the
portion of the monthly interest of this Note converted as
shall be determined in accordance herewith.
(b) Principal. On the Maturity Date, the Holder shall
have the right to convert any outstanding and unpaid
principal portion of this Note of $50,000 or greater amount,
or any lesser amount representing the full remaining
outstanding and unpaid principal portion, (the date of
giving of such notice of conversion being a "Conversion
Date") into fully paid and non-assessable shares of common
stock of Borrower as such stock exists on the date of
issuance of this Note, or any shares of Common Stock (as
defined
93
in Section 2(a) above), at the Conversion Price,
determined as provided herein. Upon delivery to the Borrower
and the Escrow Agent of a Notice of Conversion attached to
this Note as Exhibit B (the "Principal Conversion Notice")
of the Holder's written request for conversion, Borrower
shall cause the Escrow Agent to within five (5) business
days from the Conversion Date instruct the transfer agent to
deliver to the Holder that number of shares of Common Stock
for the portion of the Note converted in accordance with the
foregoing. The Principal Conversion Notice may be given by
facsimile to the Borrower at (000) 000-0000 and the Escrow
Agent at (000) 000-0000. The number of shares of Common
Stock to be issued upon each conversion of this Note shall
be determined by dividing that portion of the principal on
the Note (and any interest, if any) to be converted, by the
Conversion Price.
(c) The number of shares of Common Stock to be issued
upon each conversion of this Note shall be determined by
dividing that portion of the principal on the Note (and any
interest, if any) to be converted, by the Conversion Price.
(d) Notwithstanding the foregoing, the Holder shall
have the right from and after the issuance of this Note, to
convert up to fifty percent (50%) of any outstanding unpaid
principal and interest at any time the Borrower's Common
Stock as reported on the NASD OTC Bulletin Board is trading
at a price of $1.00 or greater for a period of ten (10)
consecutive trading days.
(e) Subject to adjustment as provided in Section
2.1(e) hereof, the Conversion Price per share shall be
eighty percent (80%) of the average closing bid prices for
the Common Stock as reported on the NASD OTC Bulletin Board
for the five (5) trading days prior to but not including the
Conversion Date.
(f) The Conversion Price described above and number
and kind of shares or other securities to be issued upon
conversion shall be subject to adjustment from time to time
upon the happening of certain events while this conversion
right remains outstanding, as follows:
X. Xxxxxx, Sale of Assets, etc. If the Borrower
at any time shall consolidate with or merge into or
sell or convey all or substantially all its assets to
any other corporation, this Note, as to the unpaid
principal portion thereof and accrued interest thereon,
shall thereafter be deemed to evidence the right to
purchase such number and kind of shares or other
securities and property as would have been issuable or
distributable on account of such consolidation, merger,
sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right
immediately prior to such consolidation, merger, sale
or conveyance. The foregoing provision shall similarly
apply to successive transactions of a similar nature by
any such successor or purchaser.
B. Reclassification, etc. If the Borrower at any
time shall, by reclassification or otherwise, change
the Common Stock into the same or a different number of
securities of any class or classes, this Note, as to
the unpaid principal portion thereof and accrued
interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of
securities as would
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have been issuable as the result of such change with
respect to the Common Stock immediately prior to such
reclassification or other change.
C. Stock Splits, Combinations and Dividends. If
the shares of Common Stock are subdivided or combined
into a greater or smaller number of shares of Common
Stock, or if a dividend is paid on the Common Stock in
shares of Common Stock, the Conversion Price shall be
proportionately reduced in case of subdivision of
shares or stock dividend or proportionately increased
in the case of combination of shares, in each such case
by the ratio which the total number of shares of Common
Stock outstanding immediately after such event bears to
the total number of shares of Common Stock outstanding
immediately prior to such event.
ARTICLE III
COMMON STOCK PURCHASE WARRANT
3.1 Warrants. For no additional consideration, Holder will
receive one Warrant to purchase one share of Common Stock for
each dollar of principal or interest converted under this Note.
A form of the Warrant is attached hereto at Exhibit C. The
Warrants shall be exercisable for a period of one year from the
date of issue at the exercise price of eighty percent (80%) of
the average closing bid prices for the Common Stock as reported
on the NASD OTC Bulletin Board for the five (5) trading days
prior to but not including the exercise date. The Borrower shall
cause the Warrant to be delivered to Holder within five (5)
business days after receipt of the Principal or Interest
Conversion Notice.
3.2 Adjustments to Exercise Price and Number of Securities.
The Exercise Price and, in some cases, the number of Warrant
Shares purchasable upon the exercise of the Warrants, shall be
subject to adjustment from time to time upon the occurrence of
certain events described in Article II above.
ARTICLE IV
REGISTRATION RIGHTS
4.1 Demand Registration Rights. Within forty-five (45)
days of execution of this Note, Borrower shall prepare and file
with the Securities and Exchange Commission a registration
statement under the 1933 Act in such form as is available for a
registration, registering the Collateral Shares and/or the shares
underlying any conversion hereunder (the "Registrable
Securities") for resale by Holder in the United States and will
use its best efforts to cause such registration statement to
become effective under the 1933 Act.
4.2 Limitations on Registration Obligations
(a) The Borrower shall not be obligated to effect more
than one registration with respect to the Registrable
Securities; and
(b) Borrower shall not be required to maintain the
effectiveness of the registration statement beyond one
hundred eighty (180) days after the Maturity Date; except
that in the case of default under the Note, Xxxxxxxx agrees
to maintain the
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effectiveness of the registration statement
for so long as necessary for Xxxxxx to sell his shares in
full satisfaction of monies owed under the Note.
4.3 Inclusion of the Borrower's Securities in Registration.
The Borrower, on its own behalf or on the behalf of its security
holders, shall have the right to include any of the Borrower's
securities in any registration of the Holder's Registrable
Securities pursuant to Section 4.1.
ARTICLE V
EVENT OF DEFAULT
The occurrence of any of the following events of default ("Event
of Default") shall, at the option of the Holder hereof, make all
sums of principal and interest then remaining unpaid hereon and
all other amounts payable hereunder immediately due and payable,
all without demand, presentment or notice, or grace period, all
of which hereby are expressly waived, except as set forth below:
5.1 Failure to Pay Principal or Interest. The Borrower
fails to pay any installment of principal or interest hereon when
due and such failure continues for a period of ten (10) days.
5.2 Breach of Covenant. The Borrower breaches any covenant
or other term or condition of this Note and such breach, if
subject to cure, continues for a period of seven (7) days after
written notice to the Borrower from the Holder.
5.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, or in any
agreement, statement or certificate given in writing pursuant
hereto or in connection therewith shall be false or misleading.
5.4 Receiver or Trustee. The Borrower shall make an
assignment for the benefit of creditors, or apply for or consent
to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver
or trustee shall otherwise be appointed.
5.5 Bankruptcy. Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under any
bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Borrower.
5.6 Delisting. Delisting of the Common Stock from the NASD
OTC Bulletin Board, Xxxxxxxx's failure to comply with the
conditions for listing on the Bulletin Board or notification from
the NASD that the Borrower is not in compliance with the
conditions for such continued listing on the Bulletin Board.
5.7 Stop Trade. An SEC stop trade order or NASDAQ trading
suspension.
5.8 Failure to Deliver Common Stock. Borrower's failure to
timely deliver Common Stock to the Holder pursuant to and in the
form required by this Note and/or the Escrow Agreement or, if
required, a replacement Note.
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ARTICLE VI
MISCELLANEOUS
6.1 Reservation of Securities. Borrower shall at all times
reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon conversion under the Note
or exercise of the Warrants or as security hereunder, such number
of Common Shares as shall be issuable as additional security or
upon the conversion or exercise thereof. Borrower covenants and
agrees that, upon conversion under the Note or exercise of the
Warrants and payment of the exercise price therefor, or delivery
of the Collateral Shares upon default, all Common Shares
delivered or issuable upon such conversion or exercise shall be
duly and validly issued, fully paid, non-assessable and not
subject to the preemptive rights of any holder of Common Shares.
6.2 Attorney Fees. Xxxxxxxx agrees to pay Xxxxxx's
attorney's fees up to an amount not to exceed CDN$10,000. Payment
will made from the final draw down due under this Note.
6.3 Failure or Indulgence Not Waiver. No failure or delay
on the part of Holder hereof in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any
other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or
remedies otherwise available.
6.4 Notices. Any notice herein required or permitted to be
given shall be in writing and may be personally served or sent by
fax transmission (with copy sent by regular, certified or
registered mail or by overnight courier). For the purposes
hereof, the address and fax number of the Holder is as set forth
on the first page hereof. The address, phone and fax number of
the Borrower shall be GLOBAL INDUSTRIAL SERVICES, INC., P.O. Box
10355, 14th Floor, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx,
X0X 0X0, Tel: (000) 000-0000, Fax: (000) 000-0000. Both Xxxxxx
and Borrower may change the address and fax number for service by
service of notice to the other as herein provided. Notice of
Conversion shall be deemed given when made to the Borrower
pursuant to the provisions hereof.
6.5 Amendment Provision. The term "Note" and all reference
thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.
6.6 Binding Effect and Assignability. This Note shall be
binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns, and may be assigned by the Holder.
6.7 Cost of Collection. If default is made in the payment
of this Note, Borrower shall pay the Holder hereof reasonable
costs of collection, including reasonable attorneys' fees.
6.8 Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of Nevada. Any
action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only
in the state courts of Nevada or in the federal courts located in
the state of Nevada. The Borrower, and, by accepting
97
this Note, the Holder agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from
the other party its reasonable attorney's fees and costs.
6.9 Maximum Payments. Nothing contained herein shall be
deemed to establish or require the payment of a rate of interest
or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid
or other charges hereunder exceed the maximum permitted by such
law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus
refunded to the Borrower.
6.10 Prepayment. This Note may be prepaid, at any time, in
whole or part, without penalty.
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be
signed on this 15th day of November, 2001.
GLOBAL INDUSTRIAL SERVICES, INC.
By:/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President,
Secretary/Treasurer
WITNESS:
(signature illegible)
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EXHIBIT A
NOTICE OF CONVERSION OF INTEREST
(To be Executed by the Registered Holder in order to Convert the
Monthly Interest)
Re: A Convertible Note to GLOBAL INDUSTRIAL SERVICES INC.
in the principal amount outstanding of $__________________
The undersigned hereby irrevocably elects to convert $
______________ of the monthly interest accrued on the above
referenced Note (the "Note") into shares of Common Stock of
GLOBAL INDUSTRIAL SERVICES INC. (the "Company") according to the
conditions hereof, as of the date written below. The undersigned
represents and warrants that (i) all of the requirements of
Regulation S promulgated under the Securities Act of 1933, as
amended (the "Securities Act") applicable to the undersigned have
been complied with by the undersigned, (ii) the undersigned has
not engaged in any transaction or series of transactions that is
a part of or a plan or scheme to evade the registration
requirements of the Securities Act, (iii) the undersigned has
complied with the terms and conditions of the Note pertaining to
conversion of the Note.
__________________________________
Date of Conversion*
__________________________________
Applicable Conversion Price
__________________________________
Number of Shares to be Delivered
__________________________________
Signature
__________________________________
Name
Address:
__________________________________
__________________________________
* The original Note and this Note of Conversion must be received
by the Borrower by the fifth business day following the Principal
Conversion Date (as defined in the Note)
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EXHIBIT B
NOTICE OF CONVERSION OF PRINCIPAL AMOUNT
(To be Executed by the Registered Holder in order to Convert the
Principal Amount)
Re: A Convertible Note to GLOBAL INDUSTRIAL SERVICES INC.
in the principal amount outstanding of $_________________
The undersigned hereby irrevocably elects to convert $
______________ of the Principal Amount of the above referenced
Note (the "Note") into shares of Common Stock of GLOBAL
INDUSTRIAL SERVICES INC. (the "Company") according to the
conditions hereof, as of the date written below. The undersigned
represents and warrants that (i) all of the requirements of
Regulation S promulgated under the Securities Act of 1933, as
amended (the "Securities Act") applicable to the undersigned have
been complied with by the undersigned, (ii) the undersigned has
not engaged in any transaction or series of transactions that is
a part of or a plan or scheme to evade the registration
requirements of the Securities Act, (iii) the undersigned has
complied with the terms and conditions of the Note pertaining to
conversion of the Note.
__________________________________
Date of Conversion*
__________________________________
Applicable Conversion Price
__________________________________
Number of Shares to be Delivered
__________________________________
Signature
__________________________________
Name
Address:
__________________________________
__________________________________
* The original Note and this Note of Conversion must be received
by the Borrower by the fifth business day following the Principal
Conversion Date (as defined in the Note)
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EXHIBIT C
[FORM OF WARRANT CERTIFICATE]
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE WARRANT
SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THE WARRANTS
REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE TRANSFERRED OR RESOLD IN THE
UNITED STATES, OR TO A U.S. PERSON, OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN RULE 902
OF REGULATION S UNDER THE 1933 ACT) FOR A PERIOD OF ONE YEAR
EXPIRING ON ___________, 2002, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT OR UNLESS
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNLESS THE HOLDER PROVIDES THE COMPANY WITH AN OPINION
FROM COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE AT THE TIME OF SUCH TRANSFER.
HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT.
WARRANT CERTIFICATE
This Warrant Certificate certifies that or his/her
registered assigns ("Holder"), is the registered Holder of
________ Warrants to purchase at any time commencing immediately
after the Effective Date, until 5:30 p.m. Pacific time, one year
after the Effective Date ("Expiration Date"), up to _______ fully-
paid and non-assessable shares of common stock, par value $.001
per share ("Common Shares") of GLOBAL INDUSTRIAL SERVICES INC., a
Nevada corporation (the "Company"). The Warrants shall be
exercisable for a period of one year at the exercise price of
eighty percent (80%) of the average closing bid prices for the
Common Stock as reported on the NASD OTC Bulletin Board for the
five (5) trading days prior to but not including the Exercise
Date, upon surrender of this Warrant Certificate and payment of
the exercise price at an office or agency of the Company. Payment
of the Exercise Price shall be made by certified check or
official bank check in United States funds payable to the order
of the Company. No Warrant may be exercised after 5:30 p.m.,
Pacific time, on the Expiration Date, at which time all Warrants
evidenced hereby, unless exercised prior thereto, shall
thereafter be void. The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants
issued pursuant to a certain Convertible Note, which Convertible
Note is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of
the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the Holder (the word
"Holder" meaning the registered Holder) of the Warrants. The
Convertible Note provides that upon the occurrence of certain
events, the Exercise Price and the type and/or number of the
Company's securities issuable thereupon may, subject to certain
conditions, be adjusted. In such event, the Company will, at the
request of the Holder, issue a new Warrant Certificate evidencing
the adjustment in the Exercise Price and the number and/or type
of securities issuable upon the exercise of the Warrants;
provided, however, that the failure
101
of the Company to issue such new Warrant Certificate shall not
in any way change, alter, or otherwise impair, the rights of the
Holder as set forth in the Warrant Agreement. Upon due presentment
for registration of transfer of this Warrant Certificate at an
office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate
a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations
provided herein and in the Warrant Agreement. Upon the exercise of
less than all of the Warrants evidenced by this Certificate, the
Company shall forthwith issue to the Holder hereof a new Warrant
Certificate representing such number of unexercised Warrants. The
Company may deem and treat the registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any
distribution to the Holder(s) hereof, and for all other purposes,
and the Company shall not be affected by any notice to the
contrary.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed.
Dated as of ____________, ______.
GLOBAL INDUSTRIAL SERVICES INC.
By: ___________________________________
Xxxxx Xxxxx
President, Secretary, Treasurer and Director
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[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase
___________ Common Shares and herewith tenders in payment for
such securities a certified check or official bank check payable
in United States funds to the order of GLOBAL INDUSTRIAL SERVICES
INC. in the amount of $_________, all in accordance with the
terms of Section III of the Convertible Note dated as of
___________, 2001, between GLOBAL INDUSTRIAL SERVICES INC. and
the undersigned (or its assignor).
Please issue a certificate for the shares being purchased as
follows in the name of the undersigned:
NAME: ______________________________
(please print)
ADDRESS: ______________________________
______________________________
______________________________
DATED this _______ day of ____________________, _____________.
__________________________________
Signature
(Must conform in all respects to name of
Holder as specified on the face of the
Warrant Certificate)
__________________________________
Social Security or Other Identifying
Number of Holder
103
ADDENDUM NO. 1 TO
CONVERTIBLE NOTE
THIS ADDENDUM NO. 1 is to the Convertible Note (the "Note") made
the 15th day of November, 2001 by Global Industrial Services,
Inc. ("Borrower") to Xxxxxxx Financial Inc. ("Holder").
WHEREAS, the parties wish to amend certain provisions of the Note
in order to extend the time allowed for Borrower to prepare and
file a registration statement under the Securities Act of 1933
registering the shares held in escrow as collateral against the
Note.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph 4.1 of Article IV, Registration Rights, shall be
amended in its entirety to read as follows:
4.1 Demand Registration Rights. On or
before January 11, 2002, Borrower shall prepare
and file with the Securities and Exchange
Commission a registration statement under the 1933
Act in such form as is available for a
registration, registering the Collateral Shares
and/or the shares underlying any conversion
hereunder (the "Registrable Securities") for
resale by Holder in the United States and will use
its best efforts to cause such registration
statement to become effective under the 1933 Act.
2. All other terms and conditions of the Note shall remain in
full force and effect.
Dated: January 2, 2002.
BORROWER:
GLOBAL INDUSTRIAL SERVICES, INC.
By /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
HOLDER:
XXXXXXX FINANCIAL INC.
By /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, President
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