Exhibit 4.4
CONVERTIBLE PROMISSORY NOTE
$___________ June 30, 1999
For value received, the undersigned XXXX INTERACTIVE SERVICES, INC., a
Colorado corporation, (the "Promisor" or "XXXX") promises to pay to the order of
_____________________________________ (the "Payee"), at
__________________________________________________, (or such other place as the
Payee may designate in writing) the sum of $__________ with interest, payable
monthly, form the date above, on the unpaid principal at the rate of ___%
annually.
Penalty interest shall accrue at an 18% annual rate for any payments in
arrears.
All unpaid principal and interest shall be due and payable in full on March
31, 2000. Any partial payments on this Note shall be applied first in payment of
accrued interest and any remainder in payment of principal.
If this Note is not paid when due, the Promisor promises to pay all cost of
collection, including reasonable attorney fees, whether or not a lawsuit is
commenced as part of the collection process.
If any of the following events of default occur, this Note and any other
obligations of the Promisor to the Payee, shall become due and payable
immediately, without demand or notice:
(1) The failure of the Promisor to pay the principal and any accrued
interest in full, when due;
(2) The filing of bankruptcy proceedings invovling the Promisor as a
Debtor;
(3) The application for appointment of a receiver for the Promisor;
(4) The making of a general assignment for the benefit of the Promisor's
creditors;
(5) The insolvency of the Promisor; or
(6) Any misrepresentation by the Promisor to the Payee for the purpose of
obtaining or extending credit.
At the election of Xxxxx, the unpaid principal and accrued interest, if
any, may be converted into shares of common stock of Promisor at a conversion
price equal to $9.61 per share. In the event of any subdivision or combination
of the Promisor's common stock, the terms upon which this Note is convertible
shall be appropriately adjusted as determined by Promisor's Board of Directors
in order to equitably protect the Payee's rights hereunder. Neither this Note
nor the shares of common stock issuable upon conversion hereof have been
registered pursuant to the registration requirements of the federal or state
securities laws. The transfer of this Note and the shares of common stock, if
any, issued upon conversion hereof, are subject to compliance with the federal
securities laws and any applicable state securities laws. The certificates
representing any shares of common stock issued upon conversion hereof shall bear
an appropriate restrictive legend describing such restriction on the transfer of
the shares represented thereby.
No renewal or extension of this Note, delay in enforcing any right of the
Payee under this Note, or assignment by Payee of this note shall affect the
liability of the Promisor. All rights of the Payee under this Note are
cumulative and may be exercised concurrently or consecutively at the Payee's
option.
This Note shall be construed in accordance with the laws of the State of
Colorado.
If any one or more of the provisions of this Note is/are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operable.
All payments of principal and interest on this Note shall be paid in the
legal currency of the United States.
Promisor waives presentment for payment, protest and notice of protest and
nonpayment of this Note.
Signed this ____ day of ________ 1999.
Xxxx Interactive Services, Inc.
_______________________________
By: X. Xxxxxx Xxxxx
Chairman of the Board and CEO
