Attached files
| file | filename |
|---|---|
| 8-K - GB SCIENCES INC | v163146_8k.htm |
| EX-10.1 - GB SCIENCES INC | v163146_ex10-1.htm |
| EX-10.4 - GB SCIENCES INC | v163146_ex10-4.htm |
| EX-10.2 - GB SCIENCES INC | v163146_ex10-2.htm |
Exhibit
10.3
THIS
NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS
IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
CONVERTIBLE DEMAND
PROMISSORY NOTE
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Principal
Amount: $22,000.00
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Issue
Date: October 13, 2009
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FOR VALUE RECEIVED, the
undersigned, Signature
Exploration & Production Corp, a Delaware corporation (the “Borrower”
or the “Company”),
hereby promises to pay to the order of Brannon Limited
Partnership (together with each of their said heirs, personal
representatives, successors and assigns, and any such bearer, being hereinafter
referred to collectively as the “Holder”),
on or before October 13, 2010 (the “Maturity
Date”), the principal sum of Twenty Two Thousand Dollars
($22,000.00) (this “Note”),
together with interest thereon at the rate set forth herein (the “Loan”). For
purposes of this Note, “Borrower” shall mean all successors in interest and
assignees, including, without limitation, pursuant to a merger, consolidation,
reorganization, recapitalization or other similar restructuring event
(collectively, a “Reorganization”),
and all endorsers, sureties and guarantors and any other person liable or to
become liable with respect to the Loan.
1. Interest Rate.
Interest shall accrue on the outstanding principal balance of this Note from and
after the date hereof at the rate of 10% per annum. Interest shall be
calculated on the basis of a 360-day year, and shall be charged on the principal
outstanding from time to time for the actual number of days
elapsed.
2. Payment of Principal and
Interest. The Borrower shall pay the Holder all accrued interest
shall be paid on the Maturity Date.
3. Conversion. At
any time while this Note is outstanding, the Holder may convert any portion of
this Note that is outstanding, whether such portion represents principal or
interest, into shares of common stock of the Company (the “Conversion Shares”)
at a price (the “Conversion Price”) equal to $0.01 (the “Conversion
Price”). The Company must deliver the Conversion Shares to the Holder
no later than the third (3rd) business day after the date (the “Conversion
Date”) that the Holder notifies the Company that it elects to effectuate a
conversion (such third business day is hereinafter referred to as the “Share
Delivery Date”).
4. Holder’s Conversion
Limitations. The Company shall not effect any conversion of
this Note, and a Holder shall not have the right to convert any portion of this
Note, to the extent that after giving effect to the conversion set forth on the
applicable conversion notice (“Notice of Conversion”) submitted by the Holder,
the Holder (together with the Holder’s affiliates, and any Persons acting as a
group together with the Holder or any of the Holder’s affiliates) would
beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares
of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of common stock issuable upon conversion of this
Note with respect to which such determination is being made, but shall exclude
the number of shares of common stock which are issuable upon (i) conversion of
the remaining, unconverted principal amount of this Note beneficially owned by
the Holder or any of its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company
subject to a limitation on conversion or exercise analogous to the limitation
contained herein (including, without limitation, any other convertible
securities or warrants) beneficially owned by the Holder or any of its
affiliates. Except as set forth in the preceding sentence, for
purposes of this Section 4, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained
in this Section 4 applies, the determination of whether this Note is convertible
(in relation to other securities owned by the Holder together with any
affiliates) and of which principal amount of this Note is convertible shall be
in the sole discretion of the Holder, and the submission of a Notice of
Conversion shall be deemed to be the Holder’s determination of whether this Note
may be converted (in relation to other securities owned by the Holder together
with any Affiliates) and which principal amount of this Note is convertible, in
each case subject to the Beneficial Ownership Limitation. To ensure compliance
with this restriction, the Holder will be deemed to represent to the Company
each time it delivers a Notice of Conversion that such Notice of Conversion has
not violated the restrictions set forth in this paragraph and the Company shall
have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 4, in determining the
number of outstanding shares of common stock, the Holder may rely on the number
of outstanding shares of common stock as stated in the most recent of the
following: (i) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (ii) a more recent public announcement by
the Company, or (iii) a more recent written notice by the Company or the
Company’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days confirm orally and in writing to the
Holder the number of shares of common stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company,
including this Note, by the Holder or its affiliates since the date as of which
such number of outstanding shares of common stock was reported. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of common
stock issuable upon conversion of this Note held by the Holder. The
Holder, upon not less than 61 days’ prior notice to the Company, may waive the
Beneficial Ownership Limitation and the Beneficial Ownership Limitation shall no
longer apply as of the 61st day
after such notice is delivered to the Company. The limitations
contained in this paragraph shall apply to a successor holder of this
Note.
5. Acknowledgement by the
Holder. The Holder hereby represents and warrants to the
Borrower that the Holder has sufficient knowledge and experience of financial
and business matters so that the Holder is able to evaluate the merits and risks
of purchasing this Note and the Holder has had substantial experience in
previous private and public purchases of securities. The Holder is an
“accredited investor” as that term is defined in Rule 501 of Regulation D under
the Securities Act.
6. Event of
Default. Any of the following shall constitute an “Event of
Default” under this Note, and shall give rise to the remedies provided in
Section 7
herein:
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(a)
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The
failure by the Borrower to pay the Indebtedness or otherwise to satisfy
when due, as contemplated in Section
2;
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(b)
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The
failure by the Borrower to deliver the Conversion Shares by the Share
Delivery Date, as contemplated in Section
3;
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(c)
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The
failure by the Borrower to timely file and keep current periodic reports
with the SEC;
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(d)
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If
the Borrower: (i) makes a general assignment for the
benefit of creditors; (ii) is adjudicated a bankrupt or insolvent;
(iii) files a voluntary petition in bankruptcy; (iv) takes advantage,
as against its creditors, of any bankruptcy law or statute of the United
States of America or any state or subdivision thereof now or hereafter in
effect; (v) has a petition or proceeding filed against it under any
provision of any bankruptcy or insolvency law or statute of the United
States of America or any state or subdivision thereof, which petition or
proceeding is not dismissed within 30 days after the date of the
commencement thereof; (vi) has a receiver, liquidator, trustee,
custodian, conservator, sequestrator or other such person appointed by any
court to take charge of its affairs or assets or business and such
appointment is not vacated or discharged within 30 days thereafter; or
(vii) takes any action in furtherance of any of the
foregoing;
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(e)
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Any
merger, liquidation, dissolution or winding up of the Borrower or its
business or any sale of all or substantially all of the Borrower’s capital
stock or assets; provided,
however,
the merger or sale of the Borrower with a successor entity that
acknowledges and expressly assumes in writing the Borrower’s obligations
hereunder shall not be considered an “Event of Default” for purposes
hereof; or
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(f)
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The
Borrower attempts to effectuate or effectuates a reverse stock split of
its common stock without first obtaining the prior written consent of the
Holder.
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7. Remedies on
Default. If any Event of Default shall occur and be continuing
for a period of seven (7) calendar days, the Holder shall, in addition to any
and all other available rights and remedies, have the right, at the Holder’s
option unless such Event of Default shall have been cured or waived in writing
by the Holder (which waiver shall not be deemed to be a waiver of a subsequent
default), to: (a) declare the entire unpaid principal balance of this
Note, together with all interest accrued thereon and all other sums due by the
Borrower hereunder (the “Default Amount”), to be immediately due and payable;
and (b) pursue any and all available remedies for the collection of such
principal and interest to enforce its rights as described herein; and in such
case the Holder may also recover all costs of suit and other expenses in
connection therewith, including reasonable attorney’s fees for collection and
the right to equitable relief (including, but not limited to, injunctions) to
enforce the Holder’s rights as set forth herein.
8. Certain
Waivers. Except as otherwise expressly provided in this Note,
the Borrower hereby waives diligence, demand, presentment for payment, protest,
dishonor, nonpayment and default with respect to the Indebtedness evidenced
hereby. The Borrower hereby expressly agrees that this Note, or any
payment hereunder, may be extended, modified or subordinated (by forbearance or
otherwise) from time to time, without in any way affecting the liability of the
Borrower.
9. Waivers and Amendments;
Cumulative Remedies. Neither any provision of this Note nor
any performance hereunder may be waived orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver or
discharge is sought. No right or remedy conferred upon the parties
under this Note is intended to be exclusive of any other right or remedy
contained herein or in any instrument or document delivered in connection
herewith, and every such right or remedy shall be cumulative and shall be in
addition to every other such right or remedy contained herein and/or now or
hereafter existing at law or in equity or otherwise.
10. Governing
Law. This Note shall be deemed to be a contract made under the
laws of the State of Florida and shall be governed by, and construed in
accordance with, the laws of the State of Florida, without giving effect to the
principles of conflicts of law. If either party shall commence an
action or proceeding to enforce any provision of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.
11. Consent to Jurisdiction and
Service of Process. The Borrower by execution, and the Holder
by acceptance, hereof each consent to the jurisdiction of any federal district
court in the State of Florida having competent jurisdiction. The
Borrower waives personal service of any summons, complaint or other process in
connection with any such action or proceeding and agrees that service thereof
may be made, as the Holder may elect, by certified mail directed to the Borrower
at the location provided for in Section 13 hereof,
or, in the alternative, in any other form or manner permitted by
law.
12. Additional
Documents. From time to time the Holder will execute and
deliver to the Borrower such additional instruments as the Borrower may
reasonably request to effectuate the purposes of this Note.
13. Notices. All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by United States first-class mail, postage prepaid,
or delivered personally by hand or by nationally recognized overnight courier or
sent via facsimile addressed to:
If to the
Borrower:
Signature Exploration and Production
Corp.
Attn:
Steven Weldon
201 St
Charles Avenue, Ste 2500
New
Orleans, LA 70170
Fax:
(504) 524-7979
If to the
Holder:
Brannon
Limited Partnership
1589
Rockdale Loop
Heathrow,
FL 32746
or at
such other address as shall have been furnished to the other party in
writing. All such notices and other written communications shall be
effective: (a) if mailed, five days after mailing; (b) if delivered,
upon delivery; and (c) if sent via facsimile, upon confirmation of
receipt.
14. Wiring
Instructions. Any amount wired to the Borrower hereunder shall
be wired in accordance with the following wiring instructions:
Bank
Name: See
Attached
Account
Name: __________________
Account
Number: __________________
Routing
number: ___________________
15. Severability. If
any provision of this Note is prohibited or unenforceable in any jurisdiction,
it shall be ineffective in such jurisdiction only to the extent of such
prohibition or unenforceability, and such prohibition or unenforceability shall
not invalidate the balance of such provision to the extent it is not prohibited
or unenforceable nor the remaining provisions hereof, nor render unenforceable
such provision in any other jurisdiction.
16. Assignment. This
Note shall inure to the benefit of, and shall be binding upon, the Borrower and
the Holder and their respective successors and permitted
assigns. Neither party hereto may assign any of its rights or
obligations hereunder without the prior written consent of the other
party.
17. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. A facsimile signature of any party shall be considered to
have the same binding legal effect as an original signature.
18. No Stockholder
Rights. Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder in respect of meeting of stockholders for
the election of directors of the Borrower or any other matters or any rights
whatsoever as a stockholder of the Borrower; and no dividends shall be payable
or accrued in respect of this Note.
19. JURY
WAIVER. THE BORROWER BY EXECUTION, AND THE HOLDER BY
ACCEPTANCE, HEREOF EACH CONSENT THAT IN ANY CIVIL ACTION, COUNTERCLAIM, OR
PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR
RELATES TO THIS NOTE, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS NOTE, THE
PERFORMANCE OF THIS NOTE, OR THE RELATIONSHIP CREATED BY THIS NOTE, WHETHER
SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A
COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY
PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS NOTE WITH ANY COURT, AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS NOTE OF THE WAIVER OF
THEIR RIGHT TO A TRIAL BY JURY.
[SIGNATURE
PAGE TO FOLLOW]
IN WITNESS WHEREOF, the
undersigned has executed and delivered this Note on and as of the date first set
forth above.
Signature
Exploration & Production Corp, a Delaware corporation, as
Borrower
By: /s/ Steven
Weldon
Name:
Steven Weldon
Title:
Chief Financial Officer