CONVERTIBLE BRIDGE NOTE
THIS
NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION
WITH
THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE
COMPANY THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND
ANY
APPLICABLE STATE SECURITIES LAW.
US
$16,667.00
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Newport
Beach, California
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[________],
2008
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World
Am,
Inc. (the “Company”) hereby promises to pay to Xxxxx X. Xxxxxxxxx (the “Payee”),
the sum of Sixteen Thousand Six Hundred Sixty-seven Dollars ($16,667.00) on
[___________] (the "Maturity Date") as specified below.
1. Interest.
This
Note shall not bear interest.
2. Payment
with Common Stock.
At the
Maturity Date, this Note shall be converted into shares of the Common Stock
of
the Company at a price per share equal to the market value of the Company’s
common stock on the trading day immediately prior to conversion. The market
value of the Company’s common stock on any trading day which is publicly traded
on a national securities exchange (including the NASDAQ Global Market) or a
national quotation system shall be the average of the highest and lowest prices
at which that stock is sold on (A) the principal exchange on which such common
stock is then listed or admitted to trading or on the NASDAQ Global Market,
as
applicable; or (B) if no sale takes place on that day on such exchange or
system, the average of the official closing bid and asked prices for that
stock.. No fractional shares of capital stock shall be issued upon conversion
of
this Note. In lieu of the Company issuing any fractional shares to the Payee
upon the conversion of this Note, the Company shall pay to the Payee the amount
of outstanding principal that is not so converted. Upon conversion of this
Note,
the Company shall be forever released from all its obligations and liabilities
under this Note.
3. Payment
in Cash.
If the
Company is unable to deliver the common stock issuable upon conversion of this
Note under Section 2 above in a form which can be sold by the Payee immediately
under Rule 144 of the Securities and Exchange Commission, or any successor
to
that rule, the Company shall pay the principal balance of this Note in cash
in
lieu of issuing common stock to the Payee.
4. Assignment.
Subject
to the restrictions on transfer described in Section 6 below, the rights
and obligations of the Company and the Payee of this Note shall be binding
upon
and benefit the successors, assigns, heirs, administrators and transferees
of
the parties.
5. Waiver
and Amendment.
The
provisions of this Note may only be amended, waived or modified upon the written
consent of the Company and the Payee.
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6. Transfer
of this Note.
This
Note cannot be transferred by the Payee without the prior written consent of
the
Company.
7. Notices.
All
notices which are required to be given pursuant to this Note shall be in writing
and shall be delivered by certified mail, return receipt requested, first class
postage prepaid, or sent by a recognized overnight delivery service, with
receipt acknowledged or by facsimile, with a copy thereof sent by one of the
means designated hereunder. Notices shall be deemed to have been given at the
time delivered and shall be addressed as follows or to such other address as
a
party may designate by proper notice hereunder:
If
to Payee:
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Xxxxx
X. Xxxxxxxxx
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c/o
Xxxxx X. Xxxx, Esq.
|
|
Xxxxxx
& Xxxx, PC
|
|
0000
XXX Xxxxxxx, Xxxxx 000
|
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Denver,
CO 80202
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If
to the Company:
|
|
0000
Xxx Xxxxxx Xxxxxx, Xxxxx 000
|
|
Newport
Beach, CA 92660
|
|
Attn:
Chief Executive Officer
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8. No
Shareholder Rights.
Nothing
contained in this Note shall be construed as conferring upon the Payee or any
other person the right to vote or to consent or to receive notice as a
shareholder in respect of meetings of shareholders for the election of directors
of the Company or any other matters or any rights whatsoever as a shareholder
of
the Company until the Note is converted into common stock.
9. Governing
Law.
This
Note shall be governed by and construed in accordance with the laws of the
State
of Colorado without regard to its conflict of laws provisions.
10. Heading:
References.
All
headings used herein are used for convenience only and shall not be used to
construe or interpret this Note.
IN
WITNESS WHEREOF, the Company has caused this Note to be issued on the date
first
written above.
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: | By: | |
Xxxxxx
X. Xxxxx, Chief Executive Officer
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