Unassociated Document


     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID
ACT.

    


    CONVERTIBLE
PROMISSORY NOTE

     

    U.S.
$_________

     

    
      	Date of
      Issuance:	
              _________,
      2011

            


    

     

    FOR VALUE RECEIVED, Todays Alternative
Energy Corporation, a Nevada corporation (the “Maker”), hereby promises to pay
to ____________, or its successors and assigns (the “Payee”), at his address at
_______________________, or to such other address as Payee shall provide in
writing to the Maker for such purpose, a principal sum of _______________
Dollars and ______ Cents (U.S. $__________). The Payee has paid the aggregate
principal amount outstanding under this Note to the Maker.  The entire
principal amount hereunder shall be due and payable in full on ________, 20__
(the “Maturity Date”), or on such earlier date as such principal amount may
earlier become due and payable pursuant to the terms hereof.

     

    1.           Interest
Rate.  Interest shall accrue on the unpaid principal amount of
this Secured Convertible Promissory Note (the “Note”) at the rate of 10% per
annum from the date hereof until such unpaid principal amount is paid in full or
earlier converted into shares (the “Shares”) of the Maker’s common stock, par
value $0.00001 per share (the “Common Stock”) in accordance with the terms
hereof.  Interest hereunder shall be paid quarterly or on such earlier
date as the principal amount under this Note becomes due and payable or is
converted in accordance with the terms hereof and shall be computed on the basis
of a 360-day year for the actual number of days elapsed.

     

    2.           Conversion of Principal and
Interest. Subject to the terms and conditions hereof, the Payee, at its
sole option, may deliver to the Maker a notice in the form attached hereto as
Exhibit A (a “Conversion Notice”) and an updated Loan Schedule, at any time and
from time to time after the date hereof (the date of the delivery of a
Conversion Notice, a “Conversion Date”), to convert all or any portion of the
outstanding principal amount of this Note plus accrued and unpaid interest
thereon, for a number of Shares equal to the quotient obtained by dividing the
dollar amount of such outstanding principal amount of this Note plus the accrued
and unpaid interest thereon being convened by the Conversion Price (as defined
in Section 16).  Conversions hereunder shall have the effect of
lowering the outstanding principal amount of this Note plus all accrued and
unpaid interest thereunder in an amount equal to the applicable conversion,
which shall be evidenced by entries set forth in the Conversion Notice and the
Loan Schedule.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.           Certain Conversion
Limitations.  The Maker shall not effect any conversion of this
Note, and a Payee shall not have the right to convert any portion of this Note,
to the extent that after giving effect to the conversion set forth on the
applicable Notice of Conversion, the Payee (together with the Payee’s
affiliates, and any other person or entity acting as a group together with the
Payee or any of the Payee’s affiliates) would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below).  For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by
the Payee and its affiliates shall include the number of shares of Common Stock
issuable upon conversion of this Note with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which are
issuable upon (A) conversion of the remaining, unconverted principal amount of
this Note beneficially owned by the Payee or any of its Affiliates and (B)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Maker  subject to a limitation on conversion or
exercise analogous to the limitation contained herein (including, without
limitation, any other Notes or the Warrants) beneficially owned by the Payee or
any of its Affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 4(c)(ii), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  To the extent that the limitation contained
in this Section 4(c)(ii) applies, the determination of whether this Note is
convertible (in relation to other securities owned by the Payee together with
any Affiliates) and of which principal amount of this Note is convertible shall
be in the sole discretion of the Payee, and the submission of a Notice of
Conversion shall be deemed to be the Payee’s determination of whether this Note
may be converted (in relation to other securities owned by the Payee together
with any Affiliates) and which principal amount of this Note is convertible, in
each case subject to the Beneficial Ownership Limitation. To ensure compliance
with this restriction, the Payee will be deemed to represent to the Maker each
time it delivers a Notice of Conversion that such Notice of Conversion has not
violated the restrictions set forth in this paragraph and the Maker shall have
no obligation to verify or confirm the accuracy of such
determination.  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder.   For purposes of this Section
4(c)(ii), in determining the number of outstanding shares of Common Stock, the
Payee may rely on the number of outstanding shares of Common Stock as stated in
the most recent of the following: (A) the Maker’s most recent periodic or annual
report, as the case may be; (B) a more recent public announcement by the Maker;
or (C) a more recent notice by the Maker or the Maker’s transfer agent setting
forth the number of shares of Common Stock outstanding.  Upon the written
or oral request of a Payee, the Maker shall within two Trading Days confirm
orally and in writing to the Payee the number of shares of Common Stock then
outstanding.  In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of
securities of the Maker, including this Note, by the Payee or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of this Note held by the Payee.  The
Beneficial Ownership Limitation provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(c)(ii) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership
Limitation contained herein or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Note.

     

    
      
         

      

      
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    4.           Deliveries.

     

    (a)           Not
later than three (3) Trading Days (as defined in Section 16) after any
Conversion Date, the Maker will deliver to the Payee either (i) a certificate or
certificates representing the number of Shares being acquired upon the
conversion of this Note and any interest accrued thereunder being converted
pursuant to the Conversion Notice (subject to the limitations set forth in
Section 3 hereof), and (ii) an endorsement by the Maker of the Loan Schedule
acknowledging the remaining outstanding principal amount of this Note plus all
accrued and unpaid interest thereon not converted (an
“Endorsement”).  The Maker’s delivery to the Payee of stocks
certificates in accordance clause (i) above shall be Maker’s conclusive
endorsement of the remaining outstanding principal amount of this Note plus all
accrued and unpaid interest thereon not converted as set forth in the Loan
Schedule.

     

    5.           Mandatory Prepayment Upon
Triggering Events.  Upon the occurrence of a Triggering Event
(as defined below), the Payee shall have the right (in addition to all other
rights it may have hereunder or under applicable law), exercisable at the sole
option of the Payee, to require the Maker to prepay all or a portion of the
outstanding principal amount of this Note plus all accrued and unpaid interest
thereon.  Such prepayment shall be due and payable within thirty (30)
Trading Days of the date on which the notice for the payment therefore is
provided by the Payee.

     

    A “Triggering Event” means any one or
more of the following events (whatever the reason and whether it shall be
voluntary or involuntary, or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

    


    (i)           any
default in the payment of the principal of interest on or other payments owing
in respect of this Note, free of any claim of subordination, as and when the
same shall become due and payable (whether on a Conversion Date, the Maturity
Date, by acceleration or otherwise) and such non-payment continues for ten (10)
Business Days after written notice of non-payment is given by Payee to
Maker;

     

    


    (ii)           the
Maker shall fail for any reason to deliver certificates or an Endorsement to the
Payee prior to the sixtieth (60th) day
after a Conversion Date pursuant to any in accordance with Section
4;

     

    


    (iii)           the
Maker or any of its subsidiaries shall commence or there shall be commenced
against the Maker or any such subsidiary a case under any applicable bankruptcy
or insolvency laws as now or hereafter in effect or any successor thereto, or
the Maker commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Maker or any subsidiary thereof or there is commenced against the Maker or
subsidiary thereof any such bankruptcy, insolvency or other proceeding which
remains undismissed for a period of 60 days; or the Maker or any subsidiary
thereof is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Maker or any
subsidiary thereof suffers any appointment of any custodian or the like for it
or any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Maker or any subsidiary thereof shall by any act
or failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate or other action is taken by the Maker or any
subsidiary thereof for the purpose of effecting any of the
foregoing.

     

    
      
         

      

      
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    6.           Prepayment. In the
event the Maker deems the Payee is converting this Note in a manner that is not
in the best interests of the Maker, the Maker shall have the right, exercisable
on not less than ten (10) Trading Days prior written notice to the Payee to
prepay the Note in accordance with this Section 6.  Any notice of
prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Payee
at its registered address appearing on the books and records of the Maker and
shall state (1) that the Maker is exercising its right to prepay the Note issued
on the Date of Issuance and (2) the date of prepayment (the “Optional Prepayment
Notice”).  On the date fixed for prepayment (the “Optional Prepayment
Date”), the Maker shall make payment of the Optional Prepayment Amount (as
defined below) to or upon the order of the Payee as specified by the Payee in
writing to the Maker at least one (1) business day prior to the Optional
Prepayment Date.  If the Maker exercises its right to prepay the Note,
the Maker shall make payment to the Payee of an amount in U.S. dollars by check
or wire transfer (the “Optional
Prepayment Amount”) equal to the entire outstanding principal and all
accrued interest as of the Optional Prepayment Date.

    


    7.           No Waiver of Payee’s Rights,
etc. All payments of principal and interest shall be made without setoff,
deduction or counterclaim.  No delay or failure on the part of the
Payee in exercising any of its options, powers, or rights, nor any partial or
single exercise of its options, powers or rights shall constitute a waiver
thereof or of any other option, power or right, and no waiver on the part of the
Payee of any of its options, powers or rights shall constitute a waiver of any
other option, power or right.  The Maker hereby waives presentment of
payment, protest, and notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this
Note.  Acceptance by the Payee of less than the full amount due and
payable hereunder shall in no way limit the right of the Payee to require full
payment of all sums due and payable hereunder in accordance with the terms
hereof.

     

    8.           Modifications. No
term or provision contained herein may be modified, amended or waived except by
written agreement or consent signed by the party to be bound
thereby.

     

    9.           Cumulative Rights and
Remedies: Usury.  The rights and remedies of the Payee
expressed herein are cumulative and not exclusive of any rights and remedies
otherwise available.  If it shall be found that any interest
outstanding hereunder shall violate applicable laws governing usury, the
applicable rate of interest outstanding hereunder shall be reduced to the
maximum permitted rate of interest under such law.

     

    10.           Collection Expenses.
If this obligation is placed in the hands of an attorney for collection after
default, and provided the Payee prevails on the merits in respect to its claim
of default, the Maker shall pay (and shall indemnify and hold harmless the Payee
from and against), all reasonable attorneys’ fees and expenses incurred by the
Payee in pursuing collection of this Note.

     

    11.           Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
shall inure to the benefit of the Payee and its successors and
assigns.  The term “Payee” as used herein, shall also include any
endorsee, assignee or other holder of this Note.

     

    12.           Lost or Stolen Promissory
Note.  If this Note is lost, stolen, mutilated or otherwise
destroyed, the Maker shall execute and deliver to the Payee a new promissory
note containing the same terms, and in the same form, as this
Note.  In such event, the Maker may require the Payee to deliver to
the Maker an affidavit of lost instrument and customary indemnity in respect
thereof as a condition to the delivery of any such new promissory
note.

     

    
      
         

      

      
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    13.           Due
Authorization.  This Note has been duly authorized, executed
and delivered by the Maker and is the legal obligation of the Maker, enforceable
against the Maker in accordance with its terms.

     

    14.           Governing Law. This
Note shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of law thereof.  Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the County
of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this Note and agrees that such service shall constitute good
and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

     

    15.           Definitions. For the
purposes hereof, the following terms shall have the following
meanings:

     

    “Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York are authorized or
required by law or other government action to close.

    


    “Conversion Price”
shall be $0.0001 per share (which shall not be adjusted if the Maker, at any
time while this Note is outstanding, (a) shall pay a stock dividend or otherwise
make a distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock, (b)
subdivide outstanding shares of Common Stock into a larger number of shares, (c)
combine (including by way of reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by reclassification of
shares of the Common Stock any shares of its capital stock), except in the event
the Payee has not advanced the Maker $30,000 in additional funds by February 28,
2011 under the same terms and conditions of this Note, in which event the
Conversion Price share be $0.001.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    “Per Share Market
Value” means on any particular date (a) the closing bid price per share
of Common Stock on such date on the OTC Bulletin Board or on such Subsequent
Market on which the shares of Common Stock are then listed or quoted, or if
there is no such price on such date, then the closing bid price on the OTC
Bulletin Board or on such Subsequent Market on the date nearest preceding such
date, or (b) if the shares of Common Stock are not then listed or quoted on the
OTC Bulletin Board or a Subsequent Market, the closing bid price for a share of
Common Stock in the over-the-counter market, as reported by the National
Quotation Bureau Incorporated or similar organization or agency succeeding to
its functions of reporting prices) at the close of business on such date, or (c)
if the shares of Common Stock are not then reported by the National Quotation
Bureau Incorporated (or similar organization or agency succeeding to its
functions of reporting prices), then the average of the “Pink Sheet” quotes for
the relevant conversion period, as determined in good faith by the
Payee.

    


    
      
         

      

      
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    “Person” means a
corporation, an association, a partnership, a limited liability company, an
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

    


    “Securities Act” means
the Securities Act of 1933, as amended.

    


    “Subsequent Market”
means the New York Stock Exchange, American Stock Exchange, Nasdaq Small Cap
Market or Nasdaq National Market.

    


    “Trading Day” means
(a) a day on which the shares of Common Stock are traded on such Subsequent
Market on which the shares of Common Stock are then listed or quoted, or (b) if
the shares of Common Stock are not listed on a Subsequent Market. a day on which
the shares of Common Stock are traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not
quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that the
shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

    


    


    IN WITNESS WHEREOF, the Maker has
caused this Convertible Promissory Note to be duly executed and delivered as of
the date first set forth above.

     

    
      
        	 	 	 	 	 	 
	TODAYS
      ALTERNATIVE ENERGY CORPORATION	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                 

              	 	 	
                 

              	 
	Name:	
                Len
      Amato

              	 	 	
                 

              	 
	Title:	
                Chief
      Executive Officer

              	 	 	
                 

              	 


      

    

     

    
      
         

      

      
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    EXHIBIT
A

     

    NOTICE
OF CONVERSION

     

    Dated:

     

    The undersigned hereby elects to
convert the principal amount and interest indicated below of the attached
Secured Convertible Promissory Note into shares of common stock, $0.00001 par
value (the “Common Stock”), of Todays Alternative Energy Corporation, according
to the conditions hereof, as of the date written below.  No fee will
be charged to the holder for any conversion.

     

    Exchange
calculations:

     

    
      	Date to Effect
      Conversion:	 	   
      
	 	 	 
	      
              Principal
      Amount and Interest of
Secured
      Convertible Note to be Converted:

            	 	   
      
	 	 	 
	Number of shares of
      Common Stock to be Issued:	 	   
      
	 	 	 
	Applicable
      Conversion Price:	 	   
      
	 	 	 
	Signature:	 	    
      
	 	 	 
	Name:	 	   
      
	 	 	 
	Address:	 	  
    


    

     

    
      
         

      

      
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