Unassociated Document


    Exhibit 10.2


     

    THIS
DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
DEBENTURE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO CLICKER INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    CONVERTIBLE
DEBENTURE

     

    FOR VALUE
RECEIVED, CLICKER Inc., a Nevada corporation (the “Borrower”), promises to pay to
Thalia Woods Management, Inc. (the “Holder”) or its registered
assigns or successors in interest, the sum of One Hundred Fifty-Eight Thousand
Five Hundred Thirty-Four and 44/100 Dollars ($158,534.44), together with any
accrued and unpaid interest hereon, on December 16, 2010 (the “Maturity Date”) if not sooner
paid.

     

    Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in that certain Exchange Agreement dated as of December 16, 2009, between
Borrower and the Holder (as amended, modified or supplemented from time to time,
the “Purchase
Agreement”).

     

    The
following terms shall apply to this Debenture:

     

    ARTICLE
I

     

    INTEREST
& AMORTIZATION

     

    1.1. Interest.  This
Debenture shall not accrue interest.

     

    1.2. Payment.  Payment
of the aggregate principal amount outstanding under this Debenture (the “Principal Amount”) shall be
made on the Maturity Date.

     

    ARTICLE
II

     

    CONVERSION
REPAYMENT

     

    2.1. Optional
Conversion.  Subject to the terms of this Article II, the
Holder shall have the right, but not the obligation, at any time until the
Maturity Date, or thereafter during an Event of Default and to convert all or
any portion of the outstanding Principal Amount into fully paid and
nonassessable shares of the Common Stock at the Conversion Price. The shares of
Common Stock to be issued upon such conversion are herein referred to as the
“Conversion
Shares.”  The “Conversion Price” shall mean
the lesser of (i) fifty percent (50%) of the average of the closing bid
price of the Common Stock during the five (5) trading days immediately preceding
the Conversion Date as quoted by Bloomberg, LP or (ii) fifty percent (50%)
of the closing bid price of the Common Stock on the date of issuance of this
Debenture.  The Conversion Price may be adjusted pursuant to the other
terms of this Debenture.

     

     

    
      
         

      

      
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    2.2. Conversion
Limitation.  Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to convert pursuant to the terms of
this Debenture an amount that would be convertible into that number of
Conversion Shares which would exceed the difference between the number of shares
of Common Stock beneficially owned by such Holder and 4.99% of the outstanding
shares of Common Stock of Borrower.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
thereunder.

     

    2.3. Mechanics of Holder’s
Conversion.  Subject to Section 2.2, this Debenture will be
converted by the Holder in part from time to time after the Issue Date, by
submitting to the Borrower a Notice of Conversion (by facsimile or other
reasonable means of communication dispatched on the Conversion Date prior to
6:00 p.m., New York, New York time).  On each Conversion Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall make the appropriate reduction to the Principal Amount as entered in its
records and shall provide written notice thereof to the Borrower on the
Conversion Date.  Each date on which a Notice of Conversion is
delivered or telecopied to Borrower in accordance with the provisions hereof
shall be deemed a Conversion Date (the “Conversion
Date”).  A form of Notice of Conversion to be employed by the
Holder is annexed hereto as Exhibit
A.  Borrower shall provide irrevocable written instructions to
the transfer agent accompanied by an opinion of counsel to Borrower and shall
cause the transfer agent to transmit the certificates representing the
Conversion Shares to the Holder by physical delivery or crediting the account of
the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit
Withdrawal Agent Commission (“DWAC”) system within five (5)
business days after receipt by Borrower of the Notice of Conversion (the “Delivery Date”). In the case
of the exercise of the conversion rights set forth herein the conversion
privilege shall be deemed to have been exercised and the Conversion Shares
issuable upon such conversion shall be deemed to have been issued upon the date
of receipt by Borrower of the Notice of Conversion. The Holder shall be treated
for all purposes as the record holder of such Common Stock, unless the Holder
provides Borrower written instructions to the contrary.

     

    2.4. Late
Payments.  The Borrower understands that a delay in the
delivery of the shares of Common Stock in the form required pursuant to this
Article beyond the Delivery Date could result in economic loss to the
Holder.  As compensation to the Holder for such loss, the Borrower
agrees to pay late payments to the Holder for late issuance of such shares in
the form required pursuant to this Article II upon conversion of the Debenture,
in the amount equal to $500 per business day after the Delivery
Date.  The Borrower shall pay any payments incurred under this Section
in immediately available funds upon demand.

    


     

    
      
         

      

      
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    2.5. Conversion
Mechanics.

     

    (a) The
number of shares of Common Stock to be issued upon each conversion of this
Debenture shall be determined by dividing that portion of the principal to be
converted by the then applicable Conversion Price.

     

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

     

    A. Reclassification,
etc.  If 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, this Debenture, as to the unpaid Principal
Amount, 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 Common Stock (i) immediately prior
to or (ii) immediately after such reclassification or other change at the sole
election of the Holder.

     

    2.6. Authorized Shares.
The Borrower covenants that during the period the conversion right exists, the
Borrower will reserve from its authorized and unissued Common Stock a sufficient
number of shares, free from preemptive rights, to provide for the issuance of
Common Stock upon the full conversion of this Debenture.  The Borrower
is required at all times to have authorized and reserved such number of shares
that is actually issuable upon full conversion of the Debenture (based on the
Conversion Price in effect from time to time) (the “Reserved
Amount”).  The Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and
non-assessable.  In addition, if the Borrower shall issue any
securities or make any change to its capital structure which would change the
number of shares of Common Stock into which the Debenture shall be convertible
at the then current Conversion Price, the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares
of Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Debenture.  The Borrower (i)
acknowledges that it has irrevocably instructed its transfer agent to issue
certificates for the Common Stock issuable upon conversion of this Debenture,
and (ii) agrees that its issuance of this Debenture shall constitute full
authority to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this
Debenture.

     

    If, at
any time Holder submits a Notice of Conversion, and the Borrower does not have
sufficient authorized but unissued shares of Common Stock available to effect
such conversion in accordance with the provisions of this Article II (a “Conversion Default”), subject
to Section 2.2, the Borrower shall issue to the Holder all of the shares of
Common Stock which are then available to effect such conversion.  The
portion of this Debenture which the Holder included in its Conversion Notice and
which exceeds the amount which is then convertible into available shares of
Common Stock shall, notwithstanding anything to the contrary contained herein,
not be convertible into Common Stock in accordance with the terms hereof until
(and at the Holder’s option at any time after) the date additional shares of
Common Stock are authorized by the Borrower to permit such
conversion.  In addition, the Borrower shall pay to the Holder $1,000
per day (a “Conversion Default
Payment”) to the date (the “Authorization Date”) that the
Borrower authorizes a sufficient number of shares of Common Stock to effect
conversion of the full outstanding Principal Amount of this
Debenture.  The Borrower shall use its best efforts to authorize a
sufficient number of shares of Common Stock as soon as practicable following the
earlier of (i) such time that the Holder notifies the Borrower or that the
Borrower otherwise becomes aware that there are or likely will be insufficient
authorized and unissued shares to allow full conversion thereof and (ii) a
Conversion Default.  The Borrower shall send notice to the Holder of
the authorization of additional shares of Common Stock and the Authorization
Date along with the Holder’s Conversion Default Payments in immediately
available funds.

     

     

    
      
         

      

      
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    Nothing
herein shall limit the Holder’s right to pursue actual damages (to the extent in
excess of the Conversion Default Payments) for the Borrower’s failure to
maintain a sufficient number of authorized shares of Common Stock, and Holder
shall have the right to pursue all remedies available at law or in equity
(including degree of specific performance and/or injunctive
relief).

     

    2.7. Issuance of New
Debenture.  Upon any partial conversion of this Debenture, a
new Debenture containing the same date and provisions of this Debenture shall,
at the request of the Holder, be issued by the Borrower to the Holder for the
principal balance of this Debenture and interest which shall not have been
converted or paid. Subject to the provisions of Article III, the Borrower will
pay no costs, fees or any other consideration to the Holder for the production
and issuance of a new Debenture.

     

    ARTICLE
III

     

    EVENTS
OF DEFAULT

     

    The
occurrence of any of the following events set forth in Sections 3.1 through 3.9,
inclusive, shall be an “Event
of Default”:

     

    3.1. Failure to Pay
Principal.  Borrower fails to pay principal, and such failure
shall continue for a period of five (5) days following the date upon which such
payment was due.

     

    3.2. Breach of
Covenant.  Borrower breaches any covenant or other term or
condition of this Debenture in any material respect and such breach, if subject
to cure, continues for a period of five (5) days after the occurrence
thereof.

     

    3.3. Breach of Representations
and Warranties.  Any representation or warranty of Borrower
made herein or the Purchase Agreement shall be false or misleading in any
material respect.

     

    3.4. Stop
Trade.  An SEC stop trade order or Principal Market trading
suspension of the Common Stock shall be in effect for five (5) consecutive days
or five (5) days during a period of 10 consecutive days, excluding in all cases
a suspension of all trading on a Principal Market, provided that Borrower shall
not have been able to cure such trading suspension within 30 days of the notice
thereof or list the Common Stock on another Principal Market within 60 days of
such notice.  The “Principal Market” for the Common Stock shall
include the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National
Market System, American Stock Exchange, or New York Stock Exchange (whichever of
the foregoing is at the time the principal trading exchange or market for the
Common Stock), or any securities exchange or other securities market on which
the Common Stock is then being listed or traded.

     

     

    
      
         

      

      
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    3.5. Receiver or
Trustee.  The Borrower or any of its Subsidiaries 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.

     

    3.6. Judgments.  Any
money judgment, writ or similar final process shall be entered or filed against
the Borrower or any of its Subsidiaries or any of their respective property or
other assets for more than $100,000 in the aggregate for Borrower, and shall
remain unvacated, unbonded or unstayed for a period of thirty (30)
days.

     

    3.7. Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Borrower or any of its Subsidiaries.

     

    3.8. Default Under Other
Agreements.  The occurrence of an Event of Default under and as
defined in the Purchase Agreement or any event of default (or similar term)
under any other agreement evidencing indebtedness of at least
$100,000.

     

    3.9. Failure to Deliver Common
Stock or Replacement Debenture.  Borrower’s failure to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Debenture and the Purchase Agreement, if such failure to timely deliver Common
Stock shall not be cured within five (5) days.  If Borrower is
required to issue a replacement Debenture to Holder and Borrower shall fail to
deliver such replacement Debenture within seven (7) Business Days.

     

    DEFAULT
RELATED PROVISIONS

     

    3.10. Default Interest
Rate.  Following the occurrence and during the continuance of
an Event of Default, interest on this Debenture shall automatically be instated
at a rate of 18% per annum, effective as of the date of Issuance of this
Debenture, which interest shall be payable in cash or Common Stock, at the
option of the Borrower.

     

    3.11. Conversion
Privileges.  The conversion privileges set forth in Article II
shall remain in full force and effect immediately from the date hereof and until
this Debenture is paid in full.

     

    3.12. Cumulative
Remedies.  The remedies under this Debenture shall be
cumulative.

     

     

     

    
      
         

      

      
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    ARTICLE
IV

     

    DEFAULT
PAYMENTS

     

    4.1. Default
Payment.  If an Event of Default occurs and is continuing
beyond any applicable grace period, the Holder, at its option, may elect, in
addition to all rights and remedies of Holder under the Purchase Agreement and
all obligations of the Borrower under the Purchase Agreement to require the
Borrower to make a Default Payment (“Default
Payment”).  The Default Payment shall be 105% of the
outstanding principal amount of the Debenture, plus accrued but unpaid interest,
all other fees then remaining unpaid, and all other amounts payable hereunder.
The Default Payment shall be applied first to any fees due and payable to Holder
pursuant to the Debentures or the Ancillary Agreements, then to accrued and
unpaid interest due on the Debentures and then to outstanding principal balance
of the Debentures.

     

    4.2. Default Payment
Date.  The Default Payment shall be due and payable immediately
on the date that the Holder has exercised its rights pursuant to Section 4.1
(“Default Payment
Date”).

     

    ARTICLE
V

     

    MISCELLANEOUS

     

    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.  Any
notice herein required or permitted to be given shall be in writing and provided
in accordance with the terms of the Purchase Agreement.

     

    5.3. Amendment
Provision.  The term “Debenture” 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, and any successor instrument as it may be amended or
supplemented.

     

    5.4. Assignability.  This
Debenture 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, and may
not be assigned by the Holder without the prior written consent of the Borrower,
which consent may be withheld by Borrower for any reason.

     

    5.5. Cost of
Collection.  If default is made in the payment of this
Debenture, each Borrower shall jointly and severally pay the Holder hereof
reasonable costs of collection, including reasonable attorneys’
fees.

     

     

     

    
      
         

      

      
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    5.6. Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Debenture shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without regard to principles of conflicts of law.  HOLDER
AND BORROWER WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED
HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive
jurisdiction of the state and federal courts located in the County of New York,
State of New York.  If the jury waiver set forth in this Section is
not enforceable, then any dispute, controversy or claim arising out of or
relating to this Debenture or any of the transactions contemplated herein will
be finally settled by binding arbitration in New York, New York in accordance
with the then current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said
rules.  The arbitrator shall apply New York law to the resolution of
any dispute, without reference to rules of conflicts of law or rules of
statutory arbitration.  Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction
thereof.  Notwithstanding the foregoing, the parties may apply to any
court of competent jurisdiction for preliminary or interim equitable relief, or
to compel arbitration in accordance with this paragraph.  The expenses
of the arbitration, including the arbitrator’s fees and expert witness fees,
incurred by the parties to the arbitration, may be awarded to the prevailing
party, in the discretion of the arbitrator, or may be apportioned between the
parties in any manner deemed appropriate by the arbitrator.  Unless
and until the arbitrator decides that one party is to pay for all (or a share)
of such expenses, both parties shall share equally in the payment of the
arbitrator’s fees as and when billed by the arbitrator.

     

    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 permitted by applicable law.  In the event that
the rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be
credited against amounts owed by Borrowers to the Holder and thus refunded to
the Borrowers

     

    5.8. Independent Legal
Advice.  All parties acknowledge and represent that:  (a)
they have read this Debenture; (b) they clearly understand this Debenture and
each of its terms; (c) they fully and unconditionally consent to the terms of
this Debenture; (d) Sichenzia Ross Friedman Ference LLP represents Borrower on
other matters but not on this matter, it has drafted this Debenture at the
request of all parties, however all parties have had the benefit and advice of
counsel of their own selection and that neither
of them have relied upon the advice or counsel of Sichenzia Ross Friedman
Ference LLP with respect to this Debenture; (e) they have executed this
Debenture, freely, with knowledge, and without influence or duress; (f) they
have not relied upon any other representations, either written or oral, express
or implied, made to them by any person; and (g) the consideration received by
them has been actual and adequate.

     

    5.9. Construction.  Each
party acknowledges that it or its own independent legal counsel participated in
the preparation of this Debenture and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Debenture to favor any party
against the other.

     

    [Balance
of page intentionally left blank; signature page follows.]

     

     

     

    
      
         

      

      
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    IN WITNESS WHEREOF, Borrower
has caused this Convertible Debenture to be signed in its name effective as of
this 16th day of December, 2009.

     

    
      
        	 	CLICKER
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ ALBERT
      AIMERS	 
	 	 	Name:
      Albert Aimers	 
	 	 	Title:   Chief
      Executive Officer	 
	 	 	 	 


      

    

     

     

     

    
      
         

      

      
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    EXHIBIT
A

     

    NOTICE OF
CONVERSION

     

    (To be
executed by the Holder in order to convert all or part of the
Debenture

     

    into
Common Stock)

     

    [Name and
Address of Holder]

     

    


     

    The
undersigned hereby converts $_________ of the principal due on December 16, 2010
under the Convertible Debenture issued by CLICKER Inc. (“Borrower”) dated as of
December 16, 2009 by delivery of shares of Common Stock of Borrower on and
subject to the conditions set forth in Article II of such
Debenture.

     

    
      	
              1.

            	
              Date
      of Conversion

            	
              _______________________

            


    

     

    
      	
              2.

            	
              Shares
      To Be Delivered:

            	
              _______________________

            


    

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                 

                Name 

              	 
	 	 	
                 

                Title 

              	 
	 	 	 	 


      

    

     

     

     

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