gpnt8k20090612ex4-4.htm


    
      

      

    

    Exhibit 4.4

     

    
      


      THIS
PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF
(COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE.  THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

      


      CONVERTIBLE
PROMISSORY NOTE

      
        	
                U.S.
      $_________

              	
                June
      ___, 2009

              


      

      


      FOR VALUE
RECEIVED, Island Breeze International, a Cayman Islands exempt company (the
“Company”), hereby promises to pay to the order of ______________ (the “Lender”)
the principal amount of ____________________ ($_____________) Dollars (the “Principal
Amount”), together with interest on the Principal Amount under this convertible
promissory note (this “Note”) at the per annum rate of six (6%) percent
(calculated daily on the basis of a 360-day year and actual calendar days
elapsed). Subject to conversion or acceleration as provided herein, the
Principal Amount and accrued interest on this Note shall become due and payable
in one installment twelve months from the date hereof (the “Maturity
Date”).

      


      Both the Principal Amount and accrued
interest shall be paid in lawful money of the United States of America to the
Lender at the address contained in the Securities Purchase Agreement (as defined
herein) or at such other address as the Lender may designate by notice in
writing to the Company, in immediately available funds.

      


      If any payment hereunder falls due on a
Saturday, Sunday or legal holiday, it shall be payable on the next succeeding
business day and such additional time shall be included in the computation of
interest.

      


      This Note
is one of a series of Convertible Promissory Notes containing substantially
identical terms and conditions issued pursuant to that certain Securities
Purchase Agreement by and between the Company and certain Lenders of even date
herewith (the “Securities Purchase Agreement”).  All capitalized terms
not defined herein shall have the meanings ascribed thereto in the Securities
Purchase Agreement.

      


      1.          
  Conversion.

       

      (a)           Merger and
Acquisition.  All of the outstanding shares of Capital Stock
the Company may be acquired by a publicly held company ("Publicco") by merger;
acquisition; share exchange; or other similar transaction (the
“Transaction”).  If such Transaction is consummated, the Company will
cause Publicco to assume the Company’s obligations under this Note, including
obligations under Sections 1, 2, 3, 4, and 5 hereof, which Sections will apply
to Publicco immediately after the Transaction is completed.  In the
event a Transaction is consummated, the Company will be relieved of all
obligations otherwise existing under this Note.  Except in the case of
a self registration, this Note will not be convertible prior to the consummation
of the Transaction and after the Transaction is consummated, this Note will be
convertible into Publicco Common Stock.  All references to
the Company hereafter in Sections 2, 3, 4, and 5 of this Note will refer to
Publicco and none of these Sections will apply to the
Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (b)           Conversion.  In the event the Company consummates a
Transaction with Publicco, or completes a self registration to
become publicly held, the
entire principal and accrued interest outstanding on this Note shall be
automatically converted without any further action required by
the Company or the Lender (the “Exchange Conversion”) into the
successor or parent
company’s Common Stock, as the case may
be, immediately upon
consummation of the
Transaction or the Company becoming public. Contemporaneous with the Exchange
Conversion, the entire principal amount of this Note then outstanding,
together with the accrued and unpaid interest thereon, will be converted
automatically into shares of common stock of Publicco at the rate of one share
for each $0.50 of principal and interest.

      


      (c)        
  Failure of
Merger Within
Prescribed Time. In the
event that the Company shall not consummate a Transaction as described in
paragraph 1, within one (1) month of issuance of the Note, then at the
election of the Lender, the principal and accrued interest with respect to the
Note will  become due and payable.

      


      (d)         
 No
Impairment.  The Company will not through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company and will at all times in good faith assist in the
carrying out of all the provisions of this Section 1 and take of all such action
as may be necessary or appropriate in order to protect the conversion rights of
the Lender under this Note against impairment.

      


      2.     
       Reservation of
Shares.  The Company shall cause Publicco at all times to have
authorized and reserved for issuance a sufficient number of shares of its
capital stock to provide for the full conversion of this Note.

      


      3.        
    Affirmative
Covenants.  The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

      


      (a)  
         Do all things necessary to
preserve and keep in full force and effect its corporate existence, including,
without limitation, all licenses or similar qualifications required by it to
engage in its business in all jurisdictions in which it is at the time so
engaged; and continue to engage in business of the same general type as
conducted as of the date hereof; and (ii) continue to conduct its business
substantially as now conducted or as otherwise permitted hereunder;

      


      (b)     
      Pay and discharge promptly when due all taxes,
and governmental charges or levies imposed upon it or upon its income or profits
or in respect of its property before the same shall become delinquent or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such properties or any part thereof, unless, in each case, the
validity or amount thereof is being contested in good faith by appropriate
proceedings and the Company has maintained adequate reserves with respect
thereto in accordance with the Company’s accounting policies.;


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (c)          
Comply in all material respects with all federal, state and local laws and
regulations, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations and requirements applicable to it
(collectively, “Requirements”) of all governmental bodies, departments,
commissions, boards, companies or associations insuring the premises, courts,
authorities, officials or officers which are applicable to the Company or any of
its properties, except where the failure to so comply would not have a material
effect (“Material Adverse Effect”) on the Company or any of its properties;
provided, however, that nothing
provided herein shall prevent the Company from contesting the validity or the
application of any Requirements;

      


      (d)         
 Keep proper records and books of account with respect to its business
activities, in which proper entries, reflecting all of their financial
transactions, are made in accordance with the Company’s accounting
policies;

      


      (e)         
 Notify the Lender in writing, promptly upon learning thereof, of any
litigation or administrative proceeding commenced or threatened against the
Company which involve a claim in excess of $100,000;

      


      4.           
 Negative
Covenants.  The Company covenants and agrees that while any
amount of this Note is outstanding it will not directly or
indirectly:

      


      (a)            Guarantee, assume or otherwise become
responsible for (directly or indirectly) the indebtedness for borrowed funds,
performance, obligations, of any person, or the agreement by the Company or any
of its subsidiaries to do any of the foregoing, without the prior written
consent of the Lender;

      


      (b)           Declare
or pay, directly and indirectly, any dividends or make any distributions,
whether in cash, property, securities or a combination thereof, with respect to
(whether by reduction of capital or otherwise) any shares of its capital stock
(including without limitation any preferred stock) or directly or indirectly
redeem, purchase, retire or otherwise acquire for value any shares of any class
of its capital stock or set aside any amount for any such purpose (other than in
the ordinary course of business and for reasonable consideration);
and

       

      (c)           Sell,
transfer, discount or otherwise dispose of any claim or debt owing to it,
including, without limitation, any notes, accounts receivable or other rights to
receive payment, except for reasonable consideration and in the ordinary course
of business as determined by the Company in its sole discretion.

      


      5.           
 Events of
Default.  At the option of Lender, upon the occurrence of any
of the following events of default ("Events of Default"), the Borrower will be
in default ("Default"):


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (a)           Nonpayment
of any amount due under this Note.

      


      (b)           The
filing by Company or against Company of a petition in bankruptcy or insolvency
or in reorganization or for the appointment of a receiver, custodian,
liquidator, trustee, or other official covering Company or any of its assets, or
a making by the Company of an assignment for the benefit of creditors, or the
filing of a petition for an arrangement by the Company which is not withdrawn or
continued, dismissed, cancelled, and/or terminated before the end of thirty (30)
days' following commencement.

      


      (c)           Failure
to comply with or breach or default in any of the terms or conditions of the
Securities Purchase Agreement and failure to cure such breach within thirty (30)
days after written notice is delivered to Company.

      


      6.        
    Remedies.  In
case any one or more of the Events of Default specified in Section 5 hereof
shall have occurred and be continuing, the Lender may proceed to protect and
enforce its rights either by suit in equity and/or by action at law, whether for
the specific performance of any covenant or agreement contained in this Note or
in aid of the exercise of any power granted in this Note, or the Lender may
proceed to enforce the payment of all sums due upon this Note or to enforce any
other legal or equitable right of the Lender.

      


      7.     
       Amendments and
Waivers.  Any term of this Note may be amended and the
observance of any term of this Note may be waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Company and the Lender.

      


      8.     
       Notices. All notices,
requests, consents, and other communications under this Note shall be in writing
and shall be deemed delivered (i) three (3) business days after being sent by
registered or certified mail, return receipt requested, postage prepaid or (ii)
one (1) business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, in each case to the
intended recipient as set forth  in the Securities Purchase
Agreement.

      


      Any party
may give any notice, request, consent or other communication under this Note
using any other means (including, without limitation, personal delivery,
messenger service, telecopy, first class mail or electronic mail), but no such
notice, request, consent or other communication shall be deemed to have been
duly given unless and until it is actually received by the party for whom it is
intended.  Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this
Section.

      


      9.      
      Conflicting
Agreements.  In the event of any inconsistencies between the
terms of this Note and the terms of any other document related to the loan
evidenced by this Note, the terms of this Note shall prevail.

      


      10.           Severability.  The
unenforceability or invalidity of any provision or provisions of this Note as to
any persons or circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or circumstances, and all
provisions hereof, in all other respects, shall remain valid and
enforceable.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      11.           Governing
Law.  This Note shall be governed by and construed under the
laws of the State of New York as applied to agreements among New York residents
entered into and to be performed entirely within New York without reference to
any conflict of laws provisions. The Company (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Note shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (2) waives
any objection which the Company may have now or hereafter to the venue of any
such suit, action or proceeding, and (3) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding.  The Company further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and
agrees that service of process upon the Company mailed by certified mail to the
Company's address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding.  THE PARTIES
HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY DOCUMENT OR
AGREEMENT CONTEMPLATED HEREBY.

      


      12.           Waivers.  The
nonexercise by either party of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance.

      


      13.           Lost
Documents.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (in the case of loss, theft or destruction) of
indemnity satisfactory to it, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
such Note, if mutilated, the Company will make and deliver in lieu of such Note
a new Note of like tenor and unpaid principal amount and dated as of the
original date of this Note.

      


      IN
WITNESS WHEREOF, the Company has caused its duly authorized officer to execute
this Note as of the date first written above.

      


      
        
          	 
      	
                  Island
      Breeze International

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Bradley
      T. Prader, President