ex10-2.htm


    Exhibit
10.2

    


    FORM
OF CONVERTIBLE NOTE

    


    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED PLEDGED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER ME SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY, IN ITS SOLE, BUT REASONABLE DISCRETION, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.

     

    Principal
Amount: $100,000 Issue
Date: February 1, 2010

     

    CONVERTIBLE
NOTE

     

    FOR VALUE
RECEIVED, Marani Brands, Inc. a Nevada corporation (hereinafter called
"Borrower"), hereby promises to pay to the Bodie Investment Group, Inc., (the
"Holder"), without demand, the sum of one hundred thousand Dollars ($100,000),
with simple and unpaid interest thereon, on February 1st, 2011 (one year after Closing Date)
(the "Maturity Date"), if not paid sooner.

     

    This Note
has been entered into pursuant to the terms of a Subscription Agreement between
the Borrower and the Holder. Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this
Note:

     

    ARTICLE
I

     

    GENERAL
PROVISIONS

     

    1.1           Interest Rate. Simple
interest payable on this Note shall accrue at the annual rate of eight percent
(8%). Accrued interest will be payable on the Maturity Date, accelerated or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due and payable.

     

    1.2           Default Interest
Rate. . After the Maturity Date, accelerated or otherwise, a default
interest rate of twelve percent (12%) per annum shall apply to the amounts owed
hereunder.

     

    1.3.           Conversion
Privileges. The conversion rights of the Holder as set forth in Article
II of only this Note shall remain in full force and effect immediately from the
date hereof and until the Note is paid in full regardless of the occurrence of
an Event of Default. The principal amount of the Note and the remaining accrued
but unpaid interest shall be payable in full on the Maturity Date, unless
previously paid or converted into Common Stock in accordance with Article II
hereof.

     

    ARTICLE
II

     

    CONVERSION
RIGHTS

     

    The
Holder shall have the right to convert the entire principal amount under this
Note and the accrued but unpaid interest thereon into shares of the Borrower's
Common Stock as set forth below.

     

    
      
        
        

      

      
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    2.1.Voluntary Conversion into
the Borrower's Common Stock.

     

    


    (a) The
Holder shall have the right from and after February 14, 2010 or sooner upon the
occurrence of an Event of Default and then at any time until this Note is fully
paid, to convert any outstanding and unpaid principal portion of this Note and
accrued interest, at the election of the Holder (the date of giving of such
notice of conversion being a "Conversion Date") into fully paid and nonassessab
le shares of Common Stock as such stock exists on the date of issuance of this
Note, or any shares of capital stock of Borrower into which such Common Stock
shall hereafter be changed or reclassified, at the conversion price as defined
in Section 2.1(b) hereof (the "Conversion Price"), determined as provided
herein. Upon delivery to the Borrower of a completed Notice of Conversion, a
form of which is annexed hereto, Borrower shall issue and deliver to the Holder
within three (3) business days after the Conversion Date (such third day being
the "Delivery Date") that number of shares of Common Stock for the portion of
the Note converted in accordance with the foregoing. The number of shares of
Common Stock to be issued upon each conversion of this Note shall be determined
by dividing that portion of the principal of the Note (and any interest) to be
converted, by the Conversion Price.

     

    (b) Subject
to adjustment as provided for in Section 2.1(c) hereof, the Conversion Price per
share of Common Stock shall be $0.04 for 180 days after the Closing Date
("Conversion Price"). Commencing 180 days after the Closing Date, the Conversion
Price per share of Common Stock shall be equal to the lesser of (i) $0.04, or
(ii) seventy-five percent (75%) of the average of the three lowest closing bid
prices of the Company's Common Stock for the twenty trading days preceding a
Conversion Date. If the Company files a Registration Statement for the Equity
Line with Bodie Investment Group within 30 days from closing of this Note, then
the Investor will agree to not convert for ninety days from
closing.

     

    (c) The
Conversion Price and the number and kind of shares or other securities to be
issued upon conversion of this Note, shall be subject to adjustment from time to
time upon the happening of certain events while this conversion right remains
outstanding, as follows:

     

    A.            Merger, Sale of Assets,
etc. If the Borrower at any time shall consolidate with or merge into or
sell or convey all or substantially all its assets to any other corporation,
this Note, as to the unpaid principal portion thereof and accrued interest
thereon, shall thereafter be deemed to evidence the right to purchase such
number and kind of shares or other securities and property as would have been
issuable or distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the conversion or
purchase right immediately prior to such consolidation, merger, sale or
conveyance. The foregoing provision shall similarly apply to successive
transactions of a similar nature by any such successor or purchaser. Without
limiting the generality of the foregoing, the anti-dilution provisions of this
Section shall apply to such securities of such successor or purchaser or
surviving entity of the surviving corporation after any such consolidation,
merger, sale or conveyance.

     

    B.            Reclassification,
etc. If the Borrower at any time shall, by

    reclassification
or otherwise, change the Common Stock into the same or a different number of
securities of any class or classes of the Borrower's capital stock that may be
issued or outstanding, this Note, as to the unpaid principal amount thereof and
accrued interest thereon, shall thereafter be deemed to evidence the right to
purchase an adjusted number of such securities and kind of securities as would
have been issuable as the result of such change with respect to the shares of
Common Stock subject to the conversion of this Note immediately prior to such
reclassification or other change.

     

    C.            Stock Splits, Combinations
and Dividends. If the shares of Common Stock are subdivided or combined
into a greater or smaller number of shares of Common Stock, or if a dividend is
paid on the Common Stock in shares of Common Stock, the Conversion Price shall
be proportionately reduced in case of subdivision of shares or stock dividend or
proportionately increased in the case of combination of shares, in each such
case by the ratio which the total number of shares of Common Stock outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

     

    
      
        
        

      

      
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    D.             Share Issuance. So
long as this Note is outstanding, if the Borrower shall
issue or agree to issue any shares of Common Stock other than with respect to
any Excepted Issuances for a consideration less than the Conversion Price in
effect at the time of such issue, then, and thereafter successively upon each
such issue, the Conversion Price shall be reduced to such other lower issue
price. For purposes of this adjustment, the issuance of any security carrying
the right to convert such security into shares of Common Stock or of any
warrant, right or option to purchase Common Stock shall result in an adjustment
to the Conversion Price upon the issuance of the above-described security and
again upon the issuance of shares of Common Stock upon exercise of such
conversion or purchase rights if such issuance is at a price lower than the then
applicable Conversion Price.

     

    (d) Whenever
the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
shall promptly provide notice to the Holder setting forth the Conversion Price
after such adjustment and setting forth a statement of the facts requiring such
adjustment.

     

    (e) The
Borrower will reserve from its authorized and unissued shares of Common Stock,
40,000,000 shares of Common Stock, for this Note (which will be included in the
shares for the equity line). The Borrower represents that upon issuance, such
shares of Common Stock will be duly and validly issued, fully paid and
non-assessable. The Borrower agrees that its issuance of this Note shall
constitute full authority to its officers, agents, and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue the necessary certificates for shares of the Borrower's Common Stock upon
the conversion of this Note.

     

    2.2           Optional Redemption of
Principal Amount. Provided an Event of Default has not occurred, whether
or not such Event of Default has been cured, then until the Maturity Date, the
Borrower will have the option of prepaying the outstanding Principal Amount of
this Note ("Optional Redemption"), in whole or in part, by paying to the Holder
a sum of money equal to one hundred percent (100%) of the Principal Amount to be
redeemed, together with accrued but unpaid interest thereon and any and all
other sums due, payable to the Holder arising under this Note or any Transaction
Document through the Redemption Payment Date as defined below (the "Redemption
Amount"). Borrower's election to exercise its right to prepay must be by notice
in writing ("Notice of Redemption"). The Notice of Redemption shall specify the
date for such Optional Redemption (the "Redemption Payment Date"), which date
shall be three (3) business days after the date of the Notice of Redemption (the
"Redemption Period"). A Notice of Redemption shall not be effective with respect
to any portion of the Principal Amount for which the Holder has a pending
election to convert pursuant to Section 2.1, or in connection with a conversion
initiated by Holder during the Redemption Period. A Redemption Notice may be
given not more than two times. On the Redemption Payment Date, the Redemption
Amount shall be paid in good funds to the Holder.

     

    2.3           No Fractional Shares.
No fractional shares of Common Stock shall be issued upon conversion of this
Note, but an adjustment in cash will be made, in respect of any fraction of a
share (which will be valued based on the Conversion Price) which would otherwise
be issuable upon the surrender of this Note for conversion and a check in the
amount of the value of such fractional share shall be delivered to the
Holder.

     

    2.4           Method of Conversion.
This Note may be converted by the Holder in whole or in part as described in
Section 2.1(a) hereof. Upon partial conversion of this Note, a new Note
containing the same date and provisions of this Note shall, at the request of
the Holder, be issued by the Borrower to the Holder for the principal balance of
this Note and interest which shall not have been converted or paid.

     

    2.5           Maximum Conversion.
The Holder shall not be entitled to convert on a Conversion Date that amount of
the Note in connection with that number of shares of Common Stock which would be
in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on a Conversion Date, and (ii) the number
of shares of Common Stock issuable upon the conversion of the Note with respect
to which the determination of this provision is being made on a Conversion Date,
which would result in beneficial ownership by the Holder and its affiliates of
more than 9.99% of the issued and outstanding shares of Common Stock of the
Borrower on such Conversion Date. For the purposes of the provision to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate conversions of only 4.99% and aggregate
conversion by the Holder may exceed 4.99%. The Holder shall have the authority
and obligation to determine whether the restriction contained in this Section
2.5 will limit any conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of the amount of the Note which is convertible shall be the
responsibility and obligation of the Holder.

     

    
      
        
        

      

      
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    2.6           Equity Line Draw. The
Company will be obligated to draw down from the Equity Line provided for in the
Transaction Documents to commence to redeem the outstanding principal amount of
this Note within fifteen (15) calendar days that the registration statement for
the equity line declared effective. The Company's obligations pursuant to this
Section 2.6 are subject to the terms and provisions of the agreements governing
the equity line.

     

    ARTICLE
III

     

    EVENT
OF DEFAULT

     

    The
occurrence of any of the following events of default ("Event of Default") shall,
at the option of the Holder hereof, make all sums of principal and accrued
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment or grace period,
all of which hereby are expressly waived, except as set forth
below:

     

    3.1           Failure to Pay Principal or
Interest. The Borrower fails to pay any principal, interest or other sum
due under this Note when due and the same is not cured within 5 business days
from the date.

     

    3.2           Breach of Covenant.
The Borrower breaches any material covenant or other material term or condition
of the Subscription Agreement or this Note in any material respect and such
breach, if subject to cure, continues for a period of twenty (20) days after
written notice to the Borrower from the Holder.

     

    3.3           Breach of Representations
and Warranties. Any material representation or warranty of the Borrower
made herein, in any Transaction Document, or in any agreement, or certificate
given in writing pursuant hereto or in connection herewith or therewith shall be
false or misleading in any material respect as of the date made and as of the
Closing Date.

     

    3.4           Liquidation. Any
dissolution, liquidation or winding up of Borrower or any substantial portion of
its business.

    


    3.5           Cessation of
Operations. Any cessation of operations by Borrower or Borrower is
otherwise generally unable to pay its debts as such debts become
due.

     

    3.6           Merger. The merger,
consolidation or reorganization of Borrower with or into another corporation or
person or entity (other than with or into a wholly-owned subsidiary), or the
sale of capital stock of Borrower by Borrower or the holders thereof, in any
case under circumstances in which the holders of a majority of the voting power
of the outstanding capital stock of Borrower immediately prior to such
transaction shall own less than a majority in voting power of the outstanding
capital stock of Borrower or the surviving or resulting corporation or other
entity, as the case may be, immediately following such transaction.

     

    
      
        
        

      

      
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    3.7           Receiver or Trustee.
The Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver or trustee
shall otherwise be appointed without the consent of the Borrower if such
receiver or trustee is not dismissed within thirty (30) days of
appointment.

     

    3.8           Judgments. Any money
judgment, writ or similar final process shall be entered or filed against the
Borrower or any of its property or other assets for more than $100,000 based
upon a final judgment by a court of competent jurisdiction for which no further
appeals are possible.

     

    3.9           Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law, or the issuance of
any notice in relation to such event, for the relief of debtors shall be
instituted by or against the Borrower.

     

    3.10           Delisting. Failure of
the Borrower's Common Stock to be listed for trading or quotation on the OTC BB
for any reason.

     

    3.11           Stop Trade. An SEC or
judicial stop trade order or Principal Market trading suspension with respect to
the Borrower's Common Stock that lasts for five (5) or more consecutive trading
days.

     

    3.12           Failure to Deliver Common
Stock or Replacement Note. The Borrower's failure to deliver Common Stock
to the Holder pursuant to and in the form required by this Note and Sections 7
and 11 of the Subscription Agreement, or, if required, a replacement Convertible
Note more than five (5) business days after the required delivery date of such
Common Stock or replacement Convertible Note.

     

    3.13           Reservation Default.
The failure by the Borrower to have reserved for issuance upon conversion of the
Note the number of shares of Common Stock as required in the Subscription
Agreement.

     

    3.14           Cross Default. A
default by the Borrower of a material term, covenant, warranty or undertaking of
any other agreement to which the Borrower and Holder are parties, or the
occurrence of a material event of default under any such other agreement which
is not cured after any required notice and/or cure period.

     

    3.15           Reverse Splits. The
Borrower effectuates a reverse split of its Common Stock, unless the Company
provides the Holder with written notice of the decision of the Company's Board
of Directors to transmit documentation to authorize the reverse stock split
within five (5) business days of such decision.

    


    3.16          
Financial Statement
Restatement. A material restatement of any financial statements filed by
the Borrower after the date of this Note, if the result of such restatement
would, by comparison to the unrestated financial statements, have constituted a
Material Adverse Effect.

     

    ARTICLE
IV

     

    Intentionally
Omitted

     

    ARTICLE
V

     

    MISCELLANEOUS

     

    
      
        
        

      

      
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    5.1           Failure or Indulgence Not
Waiver. No failure or delay on the part of the Holder hereof in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise
available.

     

    5.2            
Notices. All
notices, demands, requests, consents, approvals, and other communications
required
or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (a) personally served, (b) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (c) delivered by a
reputable overnight courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below or to such
other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at
the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received), (ii) on the
first business day following the date deposited with an overnight courier
service with charges prepaid, or (iii) on the third business day following the
date of mailing pursuant to subpart (b) above, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Borrower to: Marani Brands, Inc. 13152 Raymer Street
Suite I A North Hollywood, CA 91605, with a copy by telecopier only to: Martin
Eric Weisberg, Esq., Attn: Martin Eric Weisberg, P.C., telecopier: (212)
888­5025, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier only
to Yosef Y. Manela F,sq. 323-782-0828.

     

    5.3           Amendment Provision.
The term "Note" and all reference thereto, as used throughout this instrument,
shall mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

     

    5.4           Assignability. This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns. The
Borrower may not assign its obligations under this Note.

     

    5.5           Cost of Collection.
If default is made in the payment of this Note, the Borrower shall pay the
Holder hereof reasonable out-of-pocket costs of collection, including reasonable
attorneys' fees in an action in which the Holder prevails.

    


    5.6           Governing Law. This
Note shall be governed by and construed in accordance with the laws of the State
of New York. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the civil
or state courts of New York or in the federal courts located in the State of New
York. Both parties and the individual signing this Agreement on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Note is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform to such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to collect on the Borrower's obligations to Holder, or to
enforce a judgment or other decision in favour of the Holder.

     

    
      
        
        

      

      
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    5.7           Maximum Payments.
Nothing contained herein shall be deemed to establish or require the payment of
a rate of interest or other charges in excess of the maximum rate permitted by
applicable law. In the event that the rate of interest required to be paid or
other charges hereunder exceed the maximum rate permitted by applicable law, any
payments in excess of such maximum rate shall be credited against amounts owed
by the Borrower to the Holder and thus refunded to the Borrower.

     

    5.8           Shareholder Status.
The Holder shall not have rights as a shareholder of the Borrower with respect
to unconverted portions of this Note. However, the Holder will have all the
rights of a shareholder of the Borrower with respect to the shares of Common
Stock to be received by Holder after delivery by the Holder of a Conversion
Notice to the Borrower.

     

    


     

    IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
1st day of February, 2010.

     

    MARANI
BRANDS, INC.

     

    


     

    By:__________________________________

    Name:
Margrit Eyraud

    Title:
Chief Executive Officer

     

    WITNESS:

     

    


    _________________________________

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    NOTICE OF
CONVERSION

     

    (To be
executed by the Registered Holder in order to convert the Note)

     

    The
undersigned, holder of the Note (as hereinafter defined) hereby elects to
convert the principal amount of the Convertible Note dated February 1, 2010 (the
"Note") issued by Marani Brands, Inc., a Nevada corporation (the "Borrower"), on
February 1, 2010 and the accrued but unpaid interest thereon into shares of
Common Stock of the Borrower according to the terms and conditions set forth in
the Note, as of the date written below.

     

    Date of
Conversion:                                                                                                    

     

    Conversion
Price:                                                                                                        

     

    Shares To
Be Delivered:                                                                                                   

     

    Signature:                                                                                                                     

     

    Print
Name:                                                                                                                                                                                                                                                          

     

    Address:                                                                                                                                             

     

                                                                                                                     

    
      
         

      

      
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