THE SHARES REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE
NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT
BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
CONVERTIBLE NOTE
$_______________ March 27, 2006
FOR VALUE RECEIVED, Cell Power Technologies, Inc. (the "Company"), a
Florida corporation, hereby promises to pay to the order of ___________ (the
"Holder"), at, or at such other office as Holder designates in writing to the
Company, the principal sum of ____________ and No/100 Dollars ($___________)
without interest thereon. Principal shall be due and payable 12 months from the
date of this Note unless this Note has been converted as provided below.
Payments shall be made in lawful money of the United States.
1. Conversion to Preferred Stock. Without any action taken by the Holder
or the Company at such time as the Company amends its articles of incorporation
to have the authority to issue preferred stock and in reliance upon the action
taken by the board of directors of the Company to issue a Series A convertible
preferred stock (the "Series A"), this Note shall automatically convert into one
share of Series A for each $1.00 of principal. The Series A shall have a
liquidation preference equal to principal of this Note and shall have no voting
rights. If the Company has not obtained authority to issue preferred stock by
June 30, 2006, this Note shall automatically convert into the number of shares
of common stock and number of warrants which provided the consideration for the
issuance of this Note.
2. Conversion to Common Stock. The Holder shall have the right to convert
this Note into __________ shares of common stock of the Company as adjusted (the
"Conversion Price") at any time beginning after June 30, 2006.
3. Anti-Dilution Protection. This Note shall not be subject to the reverse
stock split declared by the Company on March 17, 2006 effective to shareholders
of record as of the close of business on March 27, 2006. All of the remaining
provisions of this Section 3 shall apply following that event.
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(a) In the event, prior to the payment of this Note, the Company
shall issue any of its shares of common stock as a stock dividend or shall
subdivide the number of outstanding shares of common stock into a greater number
of shares, then, in either of such events, the shares obtainable pursuant to
conversion of this Note shall be increased proportionately; and, conversely, in
the event that the Company shall reduce the number of outstanding shares of
common stock by combining such shares into a smaller number of shares, then, in
such event, the number of shares of common stock obtainable pursuant to the
conversion of this Note shall be decreased proportionately. Any dividend paid or
distributed upon the common stock in shares of any other class of capital stock
of the Company or securities convertible into shares of common stock shall be
treated as a dividend paid in common stock to the extent that the shares of
common stock are issuable upon the conversion of the Note. In the event that the
Company shall pay a dividend consisting of the securities of any other entity or
in cash or other property, upon conversion of this Note, the Holder shall
receive the securities, cash, or property which the Holder would have been
entitled to if the Holder had converted this Note immediately prior to the
record date of such dividend.
(b) In the event, prior to the payment of this Note, the Company
shall be recapitalized by reclassifying its outstanding common stock (other than
into shares of common stock with a different par value, or by changing its
outstanding shares of common stock to shares without par value), or in the event
the Company or a successor corporation, partnership, limited liability company
or other entity (any of which is defined as a "Corporation") shall consolidate
or merge with or convey all or substantially all of its, or of any successor
Corporation's property and assets to any other Corporation or Corporations (any
such other Corporation being included within the meaning of the term "successor
Corporation" used in the context of any consolidation or merger of any other
Corporation with, or the sale of all or substantially all of the property of any
such other Corporation to, another Corporation or Corporations), or in the event
of any other material change in the capital structure of the Company or of any
successor Corporation by reason of any reclassification, reorganization,
recapitalization, consolidation, merger, conveyance or otherwise, then, as a
condition of any such reclassification, reorganization, recapitalization,
consolidation, merger or conveyance, a prompt, proportionate, equitable, lawful
and adequate provision shall be made whereby the Holder of this Note shall
thereafter have the right to purchase, upon the basis and the terms and
conditions specified in this Note, in lieu of the securities of the Company
theretofore purchasable upon the conversion of this Note, such shares,
securities or assets as may be issued or payable with respect to or in exchange
for the number of securities of the Company theretofore obtainable upon
conversion of this Note as provided above had such reclassification,
reorganization, recapitalization, consolidation, merger or conveyance not taken
place; and in any such event, the rights of the Holder of this Note to any
adjustment in the number of shares of common stock obtainable upon conversion of
this Note, as provided, shall continue and be preserved in respect of any
shares, securities or assets which the Holder becomes entitled to obtain.
Notwithstanding anything herein to the contrary, this Section 2 shall not apply
to a merger with a subsidiary provided the Company is the continuing Corporation
except as provided in the next clause, the merger is with Portagy Corp. or the
purpose of the merger is to change the state of incorporation of the Corporation
and provided further such merger does not result in any reclassification,
capital reorganization or other change of the securities issuable under this
Note. The foregoing provisions of this Section 2(b) shall apply to successive
reclassification, capital reorganizations and changes of securities and to
successive consolidation, mergers, sales or conveyances.
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(c) In the event the Company, at any time while this Note shall
remain outstanding, shall sell all or substantially all of its assets, or
dissolves, liquidates, or winds up its affairs, prompt, proportionate,
equitable, lawful and adequate provision shall be made as part of the terms of
any such sale, dissolution, liquidation, or winding up such that the Holder of
this Note may thereafter receive, upon exercise hereof, in lieu of the
securities of the Company which it would have been entitled to receive, the same
kind and amount of any shares, securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation or winding
up with respect to each common share of the Company; provided, however, that in
the event of any such sale, dissolution, liquidation or winding up, the right to
convert this Note shall terminate on a date fixed by the Company, such date so
fixed to be not earlier than 6:00 p.m., New York time, on the 30th day after the
date on which notice of such termination of the right to convert this Note has
been given by mail to the Holder of this Note at such Xxxxxx's address as it
appears on the books of the Company.
4. Event of Default. In the event the Company shall commence any case,
proceeding or other action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, or
relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to its debts, or seeking appointment of
a receiver, custodian, trustee or other similar official for it or for all or
any substantial part of its assets, or there shall be commenced against the
Company, any case, proceeding or other action which results in the entry of an
order for such relief or any such adjudication or appointment remains
undismissed, undischarged or unbonded for a period of 30 days, or there shall be
commenced against the Company, any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, restraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 10 days from the entry thereof, or the
Company shall make an assignment for the benefit of creditors; or the Company
shall admit in writing the inability to, pay its debts as they become due, or
the Company shall take any action indicating its consent to, approval of, or
acquiescence in, or in furtherance of, any of the foregoing, then, or any time
thereafter during the continuance of any of such events, the entire unpaid
balance of this Note then outstanding, together with accrued interest thereon,
if any, shall be and become immediately due and payable without notice of demand
by the Holder.
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5. Miscellaneous.
(a) All makers and endorsers now or hereafter becoming parties
hereto jointly and severally waive demand, presentment, notice of non-payment
and protest.
(b) This Note may not be changed or terminated orally, but only with
an agreement in writing, signed by the parties against whom enforcement of any
waiver, change, modification, or discharge is sought with such agreement being
effective and binding only upon attachment hereto.
(c) This Note and the rights and obligations of the Holder and of
the undersigned shall be governed and construed in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, the Company has caused this Note to be executed as of
the date aforesaid.
By: _____________________________
President
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