Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - Business Marketing Services Inc | f8k031210_business.htm |
EX-10.4 - PLEDGE AGREEMENT - Business Marketing Services Inc | f8k031210ex10iv_business.htm |
EX-10.2 - ASSET TRANSFER AGREEMENT - Business Marketing Services Inc | f8k031210ex10ii_business.htm |
Exhibit
10.3
PROMISSORY
NOTE
U.S. $300,000 | March 12, 2010 |
FOR VALUE
RECEIVED, the undersigned, Business Marketing Services, Inc. (the "Borrower"),
hereby promises to pay jointly to the order of Emil Koutanov, Guy Havenstein and
Tony Fle-Danijelovich ("Lender") the principal sum of $300,000, plus any accrued
interest, on May 31, 2010, either in cash or by delivery of a number of shares
of the Borrower’s common stock (“Converted shares”),that is determined by the
daily average closing stock price taken from the date of this Note until the
Conversion Date. Notwithstanding the foregoing, the number of shares the Lender
receives shall not be lower than 300,000.
An "Event
of Default" shall occur and be continuing if any of the following shall have
occurred and be continuing: (a) any payment required hereunder shall not
be received by Lender within thirty business days following its due date, or (b)
upon any breach by Borrower of this Note.
In case
an Event of Default shall occur and be continuing, Lender shall have such rights
and remedies as set forth herein and in the Agreement.
At the
option of Lender, the entire unpaid balance of the Note, including principal and
interest, shall become immediately due and payable without notice or demand upon
the occurrence of any of the following events: (i) any Event of Default,
(ii) the filing of a petition in bankruptcy or a petition to take advantage of
any insolvency act by Borrower, (iii) making an assignment for the benefit of
its creditors, commencement of a proceeding for the appointment of a receiver,
trustee, liquidator or conservator for either Borrower or for any substantial
part of its property (iv) filing of a petition or action seeking reorganization,
arrangement or similar relief under federal bankruptcy laws or any other
applicable laws or statutes of the United States or any state (v) or the
commencement of proceedings similar to the foregoing by any third or other
parties against Borrower, which proceedings are not dismissed within thirty (30)
days after commencement thereof.
The
Borrower will not impede upon the Lender's rights to the full enjoyment
including
the sale of the Converted Shares beyond those limitations that are
imposed by the U.S. Securities and Exchange Commission (the "SEC").
This Note
is not transferable by Lender or Borrower.
The
nonexercise by Lender of any of its rights hereunder in any particular instance
shall not constitute a waiver thereof in that or any subsequent
instance.
This Note
shall be construed and enforced in accordance with the laws of the courts of
NSW, Australia, without giving effect to any choice of law or conflicts of law
provision or rule that would cause the application of the law of any other
jurisdiction. The parties agree that service of process in any action
arising in connection with this Note shall be deemed valid if made by registered
mail, return receipt requested, sent to the addresses set forth
herein.
IN
WITNESS WHEREOF, Borrower has executed this Note as of the date first above
written and has delivered this Note to Lender.
BUSINESS MARKETING SERVICES, INC. | ||
By: |
/s/
Hans Pandeya
|
|
Print: |
Hans
Pandeya
|
|
Title: | President |