Attached files
| file | filename |
|---|---|
| 10-Q - ZONZIA MEDIA, INC. | v194043_10q.htm |
| EX-10.3 - ZONZIA MEDIA, INC. | v194043_ex10-3.htm |
| EX-10.4 - ZONZIA MEDIA, INC. | v194043_ex10-4.htm |
| EX-10.5 - ZONZIA MEDIA, INC. | v194043_ex10-5.htm |
| EX-32.1 - ZONZIA MEDIA, INC. | v194043_ex32-1.htm |
| EX-10.6 - ZONZIA MEDIA, INC. | v194043_ex10-6.htm |
| EX-32.2 - ZONZIA MEDIA, INC. | v194043_ex32-2.htm |
| EX-31.2 - ZONZIA MEDIA, INC. | v194043_ex31-2.htm |
| EX-31.1 - ZONZIA MEDIA, INC. | v194043_ex31-1.htm |
| EX-10.1 - ZONZIA MEDIA, INC. | v194043_ex10-1.htm |
| EX-10.7 - ZONZIA MEDIA, INC. | v194043_ex10-7.htm |
CONVERTIBLE
PROMISSORY NOTE – JCWSR
|
$100,000
(One Hundred Thousand Dollars)
|
Dated:
May 18, 2010
|
|
Principal
Amount
|
State
of Nevada
|
Funding Date- On or before May 26, 201
0
Due Date of Note May 26,
2011
FOR VALUE
RECEIVED, One Hundred Thousand Dollars ($100,000.00), the undersigned,
Indigo-Energy, Inc., a Nevada Corporation, located at 701 N. Green Valley
Parkway, Suite 200, Henderson, NV 89074 (the “Borrower” or the “Company”) hereby promises to
pay to the order of James C. Walter, Sr. (Maker) located at 587
McKendimen Road, Medford, NJ 08055 the sum of $100,000.00 (One Hundred Thousand
Dollars). Said sum shall be paid in the manner following:
This
Convertible Promissory Note
(Note) shall bear Interest at nine
percent (9%) per annurn from the Funding Date to the Due Date.
At the
Due Date Borrower will repay the Note in the following manner:
Option 1- At the option of the
Maker he may elect to convert the entire amount of the note including the
Principal Amount plus any accrued interest at any time prior to June 27, 2010 at
three cents ($.03) per share Market Price according to the terms of the
Convertible Option below ($.015 conversion price).
Option 2- At the option of the
Maker he may elect to convert the entire amount of the note including the
Principal Amount plus any accrued interest at any time after June 27, 2010 to
the Due Date at eight cents ($.08) per share Market Price
according to the terms of the Convertible Option below ($.04 conversion
price).
Option 3- If the Maker does
not elect Option 1 or Option 2, Borrower will repay the Principal Amount along
with accrued Interest within 10 days of the Due Date via check to the Makers
address above.
Convertible
Option:
Maker may
convert this Note according to Option 1 or Option 2 above according to the
“Conversion Formula” below by faxing (702-977-7483) or mailing the Notice of
Conversion (attached) to the company.
Conversion
Formula:
The
“Conversion Amount” shall be Principal Amount plus any accrued interest due at
date of conversion.
The
“Conversion Price” shall be an amount equal to a fifty percent (50%) discount
to the Market Price as defined in Option 1 or Option 2 above.
1
The
“Conversion Date” shall be the date of acceptance by the Company of the attached
“Conversion Notice”.
The
Conversion Formula shall be the Conversion Amount divided by the Conversion
Price. The Conversion Amount shall be converted to common stock issuable to the
Maker, such stock to be restricted by Rule 144 and issued within 30 days of the
Conversion Date.
Extension
Option:
At the
option of the Company, the Due Date of this Note may be extended for one-year.
The company shall give written notice to the Maker of such extension within 10
days prior to the Due Date. If the note is extended, the company shall make an
interest payment equal to the interest payment due at the Due Date within 10
days of the Due Date. Interest for the second year will be paid with the
principal amount at the new Due Date.
Additionally,
the Maker shall receive ten (10) shares of Borrower's common stock for every
dollar of Principal Amount within thirty (30) days of disbursement of the funds,
such stock to be restricted by Rule 144. The Maker acknowledges that the Shares
are being acquired for their own account for investment purposes only and not
with a view to distribution or resale to others in contravention of the
registration requirements of the Securities Act of 1933.
This Note
shall at the option of the Maker be immediately due and payable upon the
occurrence of any of the following:
1- Breach
of any condition of any of the security interest.
2- Upon
the dissolution, liquidation or filing of a bankruptcy of the
Borrower.
Wire
Instructions for receipt of funds by Borrower are:
Bank of
America
2638 W.
Horizon Ridge Parkway
Henderson,
NV 89052
Indigo-
Energy, Inc.
Account #
_______________
Wire
Routing ABA # _______________
Default Provisions. In
the event this note shall be in default, and placed with an attorney for
collection, then the Borrower agrees to:
|
1-
|
Pay
all reasonable attorney fees and costs of collection. Payments not made
within 10 days of due date shall be subject to a late charge of 10% of
said payment. All payments hereunder shall be made to the Maker,
and;
|
|
2-
|
Pay
to Maker a penalty of five (5) million shares of restricted common stock
of the Company, said stock to be issued within thirty (30) days of
default.
|
2
Entire Agreement. The
Borrowers agree to be fully bound hereunder until this note shall be fully paid
and waive demand, presentment and protest and all notices thereto and further
agrees to remain bound, notwithstanding any extension, renewal, modification,
waiver, or other indulgence by the Maker or upon the discharge or release of the
Borrowers, or upon the exchange, substitution, or release of any collateral
granted as security for this Note. No modification or indulgence by Maker shall
be binding unless in writing, and any indulgence for one occasion shall not be
an indulgence for any other or future occasion. This Note shall take effect as a
sealed instrument and shall be construed, governed, and enforced in accordance
with the laws of the State of Nevada.
Signed
the date recorded below:
|
/s/
Steve Durdin
|
5/19/10
|
|
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Steve
Durdin, CEO
|
Date
|
|
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Indigo-Energy,
Inc.
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||
| Accepted by Maker: |
 |
5/19/10
|
|
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| From Note Conv 100K |
Date
|
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3