exh10-3_convnote.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.3

     

    CONVERTIBLE NOTE IN FAVOR OF VICTOR J.
YOSHA

    DATED SEPTEMBER 30, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE
“STATE ACTS”), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR
SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.

    


    V2K
INTERNATIONAL, INC.

    A
Colorado Corporation

    


    CONVERTIBLE
NOTE

    


     September
30, 2008

    NO.
003

     

    V2K INTERNATIONAL, INC., a Colorado
corporation (the “Company”), is
indebted and, for value received, promises to pay to the order of Victor J. Yosha on June 30,
2009 (the “Maturity
Date”), (unless this Note shall have been sooner called for prepayment as
herein provided), upon presentation of this Note, THREE HUNDRED EIGHTEEN THOUSAND, SIX
HUNDRED AND EIGHTY-ONE DOLLARS ($318,681.00) (the “Principal Amount”)
and to pay interest on the Principal Amount at a rate equal to Twelve Percent
(12%) per annum.

     

    The Company covenants, promises and
agrees as follows:

     

    1.           Collateral.  As
security for the obligations of the Note, the Borrower pledges and grants to
Lender a security position in the assets of Borrower’s wholly owned subsidiary,
V2K Technology.

     

    2.           Interest. Interest which
shall accrue on the Principal Amount shall be payable in cash in semi-annual
installments on January 15 and July 15 in each and every calendar year until the
Principal Amount and all accrued and unpaid interest shall have been paid in
full. Interest on this Note shall accrue from October 1, 2008.  If
this date is other than the first day of a semi-annual period, the interest
payable shall be prorated upon the number of days of such semi-annual period
during which this Note shall have been issued and outstanding. All accrued and
unpaid interest shall be payable on the Maturity Date. The first payment of
interest shall be made on January 15, 2009.

     

    3.           Extension of Maturity
Date.  At the option of the Company, the Maturity Date of this
Note may be extended for up to an additional three (3) months upon written
notice to the holder of this Note as it appears on the books of the Company, so
long as the Company is not in default under the terms of this Note.

    


     

    
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International, Inc. Convertible Note - Page 1 of 5


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           Conversion.

     

    4.1.          Holder’s Right to
Convert.  The holder of this Note shall have the right, at such
holder’s option, at any time, to convert all or any portion of this Note into
such number of fully paid and nonassessable shares of Common Stock of the
Company as shall be provided herein.

     

    4.2           Conversion
Price.  The Conversion Price shall be equal to 90% of the
volume-weighted average price of the Company’s Common Stock for the 20
consecutive trading days ending on the trading day immediately preceding the
Conversion Date; provided, however, that the Conversion Price shall not be less
than $0.15.

     

    4.3.          Notice of
Conversion.  The holder of this Note may exercise the
conversion right provided in this Section 3 by giving written notice (the “Conversion Notice”)
to the Company of the exercise of such right and stating the name or names in
which the stock certificate or stock certificates for the shares of Common Stock
are to be issued and the address to which such certificates shall be delivered.
The Conversion Notice shall be accompanied by the Note. The number of shares of
Common Stock that shall be issuable upon conversion of the Note shall equal the
Principal Amount to be converted divided by the Conversion Price, rounded to the
nearest whole share.

     

    4.4.          Conversion
Procedure.  Conversion shall be deemed to have been effected on
the date the Conversion Notice is given (the “Conversion Date”).
Within ten (10) business days after receipt of the Conversion Notice, the
Company shall issue and deliver by hand against a signed receipt therefor or by
United States registered mail, return receipt requested, to the address
designated by the holder of this Note in the Conversion Notice, a stock
certificate or stock certificates of the Company representing the number of
shares of Common Stock to which such holder is entitled and a check or cash in
payment of all interest accrued and unpaid on the Note up to and including the
Conversion Date.

     

    4.5.          Taxes. The Company shall pay
all documentary, stamp or other transactional taxes and charges attributable to
the issuance or delivery of shares of stock of the Company upon conversion;
provided, however, that the Company shall not be required to pay any taxes which
may be payable in respect of any transfer involved in the issuance or delivery
of any certificate for such shares in a name other than that of the record
holder of this Note.

     

    4.6.          Reservation of Shares. The
Company shall at all times reserve and keep available, free from preemptive
rights, unissued or treasury shares of Common Stock sufficient to effect the
conversion of this Note.

     

    5.           Reorganization, Reclassification,
Consolida­tion, Merger or Sale. In case of
any reclassification, capital reorganization, consolidation, merger, sale of all
or substan­tially all of the Company’s assets to another Person or any other
change in the Common Stock of the Company, other than as a result of a
subdivision or combination (a “Change Event”), then
lawful provision shall be made, and duly executed documents evidencing the same
from the Company or its successor shall be delivered to the holder of this Note,
so that the holder shall have the right at any time prior to the Maturity Date
to convert this Note into the kind and amount of shares of 

     

     

    
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    stock and
other securities and property receivable in connection with such Change Event by
a holder of the same number of shares of Common Stock as were obtainable by the
holder immediately prior to such Change Event.  In any such case
appropriate provisions shall be made with respect to the rights and interest of
the holder so that the provisions hereof shall thereafter be applicable with
respect to any shares of stock or other securities and property deliverable upon
conversion hereof, and appropriate adjustments shall be made to the conversion
price per share payable hereunder, provided the aggregate conversion price shall
remain the same.

     

    6.           Default.

     

    6.1.          Events of
Default.  The entire unpaid and unredeemed balance of the
Principal Amount and all Interest accrued and unpaid on this Note shall, at the
election of the holder, be and become immediately due and payable upon the
occurrence of any of the following events (a “Default
Event”):

     

    (a)           The
non-payment by the Company when due of principal and interest or of any other
payment as provided in this Note or with respect to any other Note issued by the
Company.

     

    (b)           If
the Company (i) applies for or consents to the appointment of, or if there shall
be a taking of possession by, a receiver, custodian, trustee or liquidator for
the Company or any of its property; (ii) becomes generally unable to pay its
debts as they become due; (iii) makes a general assignment for the benefit of
creditors or becomes insolvent; (iv) files or is served with any petition for
relief under the Bankruptcy Code or any similar federal or state statute; (v)
has any judgment entered against it in excess of Fifty Thousand Dollars
($50,000) in any one instance or in the aggregate during any consecutive 12
month period or has any attachment or levy made to or against any of its
property or assets; (vi) defaults with respect to any evidence of indebtedness
or liability for borrowed money, or any such indebtedness shall not be paid as
and when due and payable; or (vii) has assessed or imposed against it, or if
there shall exist, any general or specific lien for any federal, state or local
taxes or charges against any of its property or assets.

     

    (c)           Any
failure by the Company to issue and deliver shares of Common Stock as provided
herein upon conversion of this Note.

     

    6.2.          Remedies.  Each
right, power or remedy of the holder hereof upon the occurrence of any Default
Event as provided for in this Note or now or hereafter existing at law or in
equity or by statute shall be cumulative and concurrent and shall be in addition
to every other right, power or remedy provided for in this Note or now or
hereafter existing at law or in equity or by statute, and the exercise or
beginning of the exercise by the holder or transferee hereof of any one or more
of such rights, powers or remedies shall not preclude the simultaneous or later
exercise by the holder hereof of any or all such other rights, powers or
remedies.

     

    7.           Failure to Act and Waiver. No
failure or delay by the holder hereof to insist upon the strict performance of
any term of this Note or to exercise any right, power or remedy consequent upon
a default hereunder shall constitute a waiver of any such term or of any such
breach, or preclude the holder hereof from exercising any such right, power or
remedy at any later time or 

     

     

    
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    times. By
accepting payment after the due date of any amount payable under this Note, the
holder hereof shall not be deemed to waive the right either to require payment
when due of all other amounts payable under this Note, or to declare a default
for failure to effect such payment of any such other amount.

     

    The failure of the holder of this Note
to give notice of any failure or breach of the Company under this Note shall not
constitute a waiver of any right or remedy in respect of such continuing failure
or breach or any subsequent failure or breach.

     

    8.           Consent to Jurisdiction. The
Company hereby agrees and consents that any action, suit or proceeding arising
out of this Note may be brought in any appropriate court in the State of
Colorado, including the United States District Court for the District of
Colorado, or in any other court having jurisdiction over the subject matter, all
at the sole election of the holder hereof, and by the issuance and execution of
this Note the Company irrevocably consents to the jurisdiction of each such
court.

     

    9.           Transfer. This Note shall be
transferred on the books of the Company only by the registered holder hereof or
by his/her attorney duly authorized in writing or by delivery to the Company of
a duly executed Assignment substantially in the form attached hereto as Exhibit
A. The Company shall be entitled to treat any holder of record of the Note as
the holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in this Note in the name of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by the laws of Colorado.

     

    10.           Notices. All notices and
communications under this Note shall be in writing and shall be either delivered
in person or accompanied by a signed receipt therefor or mailed first-class
United States certified mail, return receipt requested, postage prepaid, and
addressed as follows: if to the Company, to 13949 West Colfax Avenue, Suite 250,
Lakewood, Colorado 80401, and, if to the holder of this Note, to the address of
such holder as it appears in the books of the Company. Any notice of
communication shall be deemed given and received as of the date of such delivery
or mailing.

     

    11.           Governing
Law.  This Note shall be governed by and construed and enforced
in accordance with the laws of the State of Colorado, or, where applicable, the
laws of the United States.

    


    IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed under its corporate seal.

     

    
       

      V2K INTERNATIONAL, INC.

      


      


      By:   /s/ Jerry A.
Kukuchka                                 


      


      Name:     Jerry A.
Kukuchka                              


      


      Title:             
CFO                                             


    

     

     

     

    
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    Exhibit
A

     

    ASSIGNMENT

    


    FOR VALUE RECEIVED, the undersigned
hereby assigns to ___________________, the Unsecured Convertible Note of V2K
INTERNATIONAL, INC., No. ________ and hereby irrevocably appoints
__________________________________, Attorney, to transfer said Note on the books
of the within named corporation, with full power of substitution in the
premises.

    


    WITNESS my hand and seal this ____ day
of _______________, 20___.

    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

    
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