Exhibit 4.5
VillageEDOCS
UNSECURED CONVERTIBLE PROMISSORY NOTE
______, 20__
$___________ Tustin, California
FOR VALUE RECEIVED, the undersigned, VillageEDOCS (the "Maker"), hereby promises
to pay to the order of _____________ (the "Lender"), the principal sum of
____________ Dollars ($_______) 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.
No payments of interest or principal may be made prior to January 31, 2002,
unless a waiver is obtained by VillageEDOCS from El Camino Resources Ltd., as
set forth in the Lease Agreement between VillageEDOCS and El Camino Resources
Ltd. Any payment pursuant hereto shall first be applied to interest due and
owing at the date of such payment. Whatever remains after the amount of such
interest is deducted from such payment shall be applied to the principal 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, but after January 31, 2002. Any payment pursuant hereto shall first be
applied to interest due and owing at the date of such payment. Whatever remains
after the amount of such interest is deducted from such payment shall be applied
to the principal 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 principal and interest is
paid in full.
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:
(a) A controlling interest in the Maker is acquired by a third party; or
(b) October 31, 2003; or
(c) The Maker receives net cash proceeds from an equity financing of
$5,000,000 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.
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
27
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.
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 Unsecured 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: __________________
28
