FORM OF PROMISSORY NOTE ISSUED WITH RESPECT TO
FORM
OF
PROMISSORY
NOTE ISSUED WITH RESPECT TO
2004
AND 2005 PRIVATE PLACEMENT OFFERINGS
| $_____________ |
,
2004/5
|
|
Date
|
FOR
VALUE
RECEIVED, Tankless Systems Worldwide, Inc., a Nevada corporation ("Borrower"),
promises to pay ________________________, or his assignee, the principal
sum of
___________________________
Dollars
($_____________), plus annual interest at the rate of ten percent (10%).
Interest on this Promissory Note shall be due and payable on April __, 2004,
July __, 2004, October __, 2004 and January __, 2005. This Promissory Note
shall
mature and the principal amount hereof shall be due and payable on [1
yr
from date of issue] .
Said
principal and interest shall be payable at 00000 X. Xxxxxxxxxx Xxxxxxxxx,
Xxxxx
000, Xxxxxxxxxx, Xxxxxxx 00000, or at such other place as the payee, or legal
holder or owner (hereinafter referred to as the "Holder") of this Promissory
Note may from time to time designate in writing.
As
additional interest to Xxxxxx, upon payment of the principal sum hereof the
Borrower shall issue to the Holder restricted shares of Borrower's Common
Stock
equal to one-half share for each $1.00 advanced by Holder pursuant to this
Promissory Note.
The
principal of this Promissory Note may be prepaid in whole or in part at any
time
without penalty. Any partial prepayment shall be applied against the accrued
interest outstanding, if any, and shall not extend or postpone the due date
of
the principal and interest described above, unless the Holder of this Promissory
Note shall otherwise agree in writing.
If
the
Maker shall, prior to the maturity date of this Promissory Note, as set forth
in
the first paragraph hereof, issue shares of its common stock for cash in
an
amount in excess of $500,000 in the aggregate (“Equity Financing”), then in such
event, the maturity date of this Promissory Note shall automatically accelerate,
without the necessity of any action on the part of the Holder, and the principal
amount hereof, together with all accrued but unpaid interest hereon, shall
be
immediately due and payable out of the proceeds of such Equity Financing.
It
is
agreed that if this Promissory Note is not paid when due as described herein,
the Holder hereof shall be issued, on or before twenty-one (21) days following
its maturity date, restricted shares of Borrower's Common Stock at the value
of
$1.00 per share as full payment of the outstanding principal and accrued
interest on this Promissory Note (i.e., 25,000 shares for $25,000 of principal).
[Note: Beginning with Bridge Loans made after August 15, 2004, this paragraph
was not included in the Promissory Notes issued.]
The
maker
and endorsers hereof severally waive presentment for payment, protest, notice
of
non-payment and of protest, and agree to any extension of time of payment
and
partial payments before, at or after maturity, and if this Promissory Note
or
interest thereon is not paid when due, or suit is brought, agree to pay all
reasonable costs of collection, including a reasonable amount of money for
attorney's fees.
This
Promissory Note shall be construed and interpreted in accordance with the
laws
of the State of Arizona.
IN
WITNESS WHEREOF, Tankless Systems Worldwide, Inc. has caused this Promissory
Note to be executed on ______________, 2004/5 by its duly authorized President.
| Tankless Systems Worldwide, Inc. | ||
| |
|
|
| By: | ||
|
Xxxxxx Xxxxxxxx, Chief Executive Officer |
||
