tedom_10q-ex1006.htm


    
      
        

      

    

    EXHIBIT
10.6

     

    THIS NOTE
AND THE SECURITIES ISSUABLE UPON THE CON­VERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECU­RITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
RERQUIRED.

    


    CONVERTIBLE
10% PROMISSORY NOTE

     

     

    
      	$20,000	January 25, 2010 

              Los
      Angeles, California

            


    

     

    For Value
Received, TEDOM CAPITAL, INC, a Delaware corporation (“Borrower”),
hereby promises to pay to the order of AMERIS, LLC, a Delaware LLC (“Lender”),
in lawful money of the United States of America and in immediately available
funds, the principal sum of Twenty Thousand Dollars ($20,000) (the “Note”)
together with accrued and unpaid interest thereon, each due and payable on the
date and in the manner set forth below.

     

    1.   Principal
Repayment.  Unless the Note has been converted in
accordance with the terms of Section 5 below or an Event of Default has occurred
(as defined below), the entire outstanding principal and all unpaid interest
shall accrue and be due and payable on July 15, 2010 (the “Maturity
Date”).

     

    2.   Interest Rate.Borrower promises to pay
interest on the outstanding principal amount hereof from the date hereof until
payment in full, which interest shall be payable at the rate of ten percent
(10%) per annum or the maximum rate permissible by law (which under the laws of
the State of California shall be deemed to be the laws relating to permissible
rates of interest on commercial loans), whichever is less.  Interest
shall be calculated on the basis of a 365-day year for the actual number of days
elapsed.

     

    3.   Seniority.  This
Note will rank senior
to all other indebtedness of the Company.

     

    4.   Security.  This
Note is a general
unsecured obligation of the Company.

     

    5.   Conversion.

     

    a.   Optional
Conversion.  The Lender shall have the right to convert all or
any part of the principal and interest accrued under this Note  at anytime up
to the Maturity Date into shares of the Borrower’s Common Stock at a
conversion rate of Fifteen Cents ($0.15) per share (the “Conversion
Rate”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b.   Mechanics and Effect of
Conversion.  Lender will exercise its
conversion rights by submitting a Notice of Conversion in the form set forth in
Exhibit A to this Note.
No fractional shares of Common Stock shall be issued upon conversion of this
Note. The Borrower shall pay cash in
lieu of issuing any fractional shares to the Lender upon conversion of
this Note. Upon the
conversion of this Note,
the Lender shall
surrender this Note,
duly endorsed, at the principal office of the Borrower. At its own expense,
the Borrower shall, as
soon as practicable, issue and deliver to the Lender a stock certificate(s)
for the number of shares of Common Stock to which the Lender is entitled upon such
conversion (bearing such legends as are required by applicable state and federal
securities laws in the opinion of Borrower’s counsel), together
with any cash payment representing fractional shares. If the conversion is for
less than the full principal and interest due under the Note, the Borrower will issue a new
Note substantially identical to this Note, with the remaining
principal amount shown and the date of issue. Upon conversion of all or any part
of this Note, Borrower shall be released
from all obligations and liabilities under this Note to the extent
converted.

     

    c.   No Registration Rights. Lender shall have no right to
require the registration of any shares of Common Stock issued upon conversion of
this Note.

     

    6.   Place of
Payment.  All amounts payable hereunder shall be payable at the
office of Lender, as
set forth on the signature page, unless another place of payment shall be
specified in writing by Lender.

     

    7.   Application of
Payments.  Payment on this Note shall be applied first
to accrued interest, and thereafter to the outstanding principal balance
hereof.

     

    8.   Prepayment.

     

    a.   Borrower’s Optional
Prepayment.  If the Borrower completes a
registered public offering prior to the Maturity Date, Borrower shall have the right
to prepay all or any portion of the principal and accrued interest under this
Note out of the
proceeds of such registered public offering. Borrower shall give 15 days notice
of any prepayment of this Note during which time Lender may exercise its
conversion rights as provided in Section 5(a) above. No prepayment penalty will
be assessed if Borrower shall prepay the Note.

     

    b.   Lender’s Optional
Prepayment.  If the Borrower completes a
registered public offering prior to the Maturity Date, Lender shall have the right
to (i) demand immediate payment of the entire principal balance and accrued
interest of this Note
out of the proceeds of such registered public offering, or (ii) refrain
from demanding such payment while preserving the right of conversion of the Note
into Common Stock at any time up to the Maturity Date.

     

    9.   Default.  An “Event
of Default” will be deemed to have occurred upon:

     

    a.    Failure to
pay interest or principal when due;

     

    b.    Failure to
comply in any material respect with the covenants and other terms relating to
the Note;

     

    
      
        
        

      

      
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    c.    Failure to
discharge material judgments;

     

    d.    Cross­-default
with material contracts, including cross-default to any other
indebtedness;

     

    e.    Commencement
of bankruptcy or voluntary or involuntary dissolution proceedings, or upon the
occurrence of an assignment for the benefit of creditors; and

     

    f.    The
occurrence of other customary events of default.

     

    Upon the
occurrence of an Event of Default hereunder, all unpaid principal, accrued
interest and other amounts owing hereunder shall, at the option of Lender, be immediately due,
payable and collectible by Lender pursuant to applicable
law.  In addition, upon the occurrence and during the continuance of
an Event of Default, the Note will bear interest at a
default rate of interest equal to the sum of the applicable Interest Rate plus
an additional two percent (2%) per annum or the maximum rate permissible by
law.

     

    10.   Waiver.Borrower waives presentment
and demand for payment, notice of dishonor, protest and notice of protest of
this Note, and shall
pay all costs of collection when incurred, including, without limitation,
reasonable attorneys’ fees, costs and other expenses.

     

    11.   Governing Law.  This
Note shall be governed by, and construed and enforced in accordance with, the
laws of the State of California, excluding conflict of laws principles that
would cause the application of laws of any other jurisdiction.

     

    12.   Successors and
Assigns.  The provisions of this Note shall inure to the
benefit of and be binding on any successor to Borrower and shall extend to
any holder hereof.

     

    13.   Treatment of
Note.  To the extent permitted by generally accepted accounting
principles, Borrower
will treat, account and report the Note as debt and not equity
for accounting purposes and with respect to any returns filed with federal,
state and local tax authorities.

     

    14.   No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Lender or any other person
the right to vote or to consent or to receive notice as a stockholder in respect
to meetings of stockholders for the election of directors of Borrower or any other matters
or any rights whatsoever as a stockholder of Borrower.

     

    15.   Amendment.  Any
provision of this Note
may be amended, waived or modified upon written consent of Borrower and Lender.

     

    
      
        
        

      

      
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    In Witness
Whereof, the parties have executed this Note
as of the date first written above.

     

    


     

    
      	 	

              Borrower:

               

              TEDOM
      CAPITAL, INC.

               

              By:
      /s/ Eric
      Grunfeld                                          

               

              Eric
      Grunfeld, President

            


    

     

    
Acknowledged
and Agreed to by Lender:

    


    LENDER:

     

    AMERIS,
LLC

     

    By:
___________________________________

     

    Title:
Manager

     

    
      
        
        

      

      
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    NOTICE
OF CONVERSION

    


    


    TO: Tedom
Capital, Inc.

    


    


    The
undersigned holder of that certain Note dated January 25, 2010, hereby
surrenders such Note for conversion into shares of Common Stock of Tedom
Capital, Inc., to the extent of $__________ unpaid principal amount of such Note
and $_________ accrued and unpaid interest thereon, and requests that the
certificate(s) for such shares be issued in the name of, and delivered to,
___________________, whose address is ____________________________.

     

    If this
conversion is for less than the entire principal amount of such Note, the
undersigned hereby requests a new Note be issued in substantially the same form
as the original Note referred to above showing the amount of principal remaining
after the conversion requested above.

    


    
    

     

    
      	AMERIS, LLC	Dated:____________________
	

               

              By:
      __________________________________

               

              Title:
      _________________________________

            	 


    

     

    

 

    


    


    


     

    
      
        
        

      

      
        
          EXHIBIT  A