EXHIBIT 4.7
THIS NOTE, AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE, HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
APPLICABLE STATE LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE ACT OR UNLESS THE
COMPANY RECEIVES AN OPINION FROM COUNSEL FOR THE HOLDER AND IS SATISFIED THAT
THIS NOTE AND THE UNDERLYING SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION
UNDER THE ACT.
PROMISSORY NOTE
As of ____________
$___________ Littleton, Colorado
For Value Received, Xxxxxxx.xxx, Inc., a Nevada Corporation (The "Company"),
Hereby Promises to Pay to the Order of __________, or Any Subsequent Holder of
this Note (The "Payee"), at _________________________, Two (2) Years from the
Date Hereof or at Such Other Place as May Be Designated by the Payee from Time
to Time by Notice to the Company, the Principal Sum of
__________________________________ Dollars ($_________), Together with Simple
Interest from the Date Hereof (The "Issuance Date"), Payable Quarterly, on the
Unpaid Principal Amount at an Annual Rate Equal to Nine Percent (9.0%) per
Annum, or at the Option of the Company in its Free-trading Common Stock (If
Available) Calculated at the Rate of 18% per Annum and Based on the Average
Closing Price of the Stock for Seven (7) Days Prior to the Payment Date;
Provided However, the Note May at the Option of the Company, Be Extended for an
Additional One Year Term with Equal Monthly Amortization at the Rate of 110% of
Principal plus Accrued Interest at the Note Rate; Or, the Company May at its
Option Extend the Term of the Note for a Total of Two (2) Additional Years with
Equal Monthly Amortization at the Rate of 120% of Principal plus Accrued
Interest at the Note Rate, Such Option to Extend the Note to Be Exercised by the
Company in Writing to the Holder at Least 60 Days Prior to its Original Maturity
Date.
2. Notices.
All Notices, Requests, Demands or Other Communications Hereunder Shall Be in
Writing and Personally Addressed or Sent by Telecopier or by Registered or
Certified Mail, Return Receipt Requested, Postage Prepaid, Addressed or
Telecopied as Follows or to Such Other Address or Telecopier Number of Which
Notice Has Been Given Pursuant Hereto:
If to the Company: Xxxxxxx.xxx, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, Xx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
With Copy To: Mintmire & Associates
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Telephone (000) 000-0000
Fax (000) 000-0000
If to the Holder: to Such Holder at the Address Set Forth on the Records of
the Company. In Addition, Copies of All Such Notices or
Other Communications Shall Be Concurrently Delivered by the
Person Giving the Same to Each Person Who Has Been
Identified to the Company by Such Holder as a Person Who Is
to Receive Copies of Such Notices.
3. Governing Law.
This Note Shall Be Governed By, and Construed and Interpreted in Accordance
With, the Laws of the State of Nevada, Without Giving Effect to Conflict of Law
Principles.
4. Successors and Assigns.
This Note Shall Be Binding upon and Inure to the Benefit of the Company and the
Holder Hereof and Their Respective Successors and Permitted Assigns; Provided,
However, That the Company May Not Transfer or Assign Any of its Rights or
Obligations Hereunder Without the Prior Written Consent of the Holder Hereof.
In Witness Whereof, the Company Has Caused this Note to Be Executed by its Duly
Authorized Officers as of the Date First Set Forth Above.
Xxxxxxx.xxx, Inc.
By: ___________________________________
Xxxxxxx X. Will