Attached files
EXHIBIT 2.2
SECURED CONVERTIBLE PROMISSORY NOTE
Effective Date: June 17, 2015 U.S. $335,000.00
FOR VALUE RECEIVED, EMPIRE GLOBAL CORP., a Delaware corporation ("Borrower"),
promises to pay to TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company,
or its successors or assigns ("Lender"), $335,000.00 and any interest, fees,
charges, and late fees on the date that is twenty (20) months after the Purchase
Price Date (the "Maturity Date") in accordance with the terms set forth herein
and to pay interest on the Outstanding Balance (including all Tranches (as
defined below), both Conversion Eligible Tranches (as defined below) and
Subsequent Tranches (as defined below) that have not yet become Conversion
Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase
Price Date until the same is paid in full. This Secured Convertible Promissory
Note (this "Note") is issued and made effective as of June 17, 2015 (the
"Effective Date"). This Note is issued pursuant to that certain Securities
Purchase Agreement dated June 17, 2015, as the same may be amended from time to
time, by and between Borrower and Lender (the "Purchase Agreement"). All
interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and
shall be payable in accordance with the terms of this Note. Certain capitalized
terms used herein are defined in Attachment 1 attached hereto and incorporated
herein by this reference.
This Note carries an OID of $30,000.00. In addition, Borrower agrees to pay
$5,000.00 to Lender to cover Lender's legal fees, accounting costs, due
diligence, monitoring and other transaction costs incurred in connection with
the purchase and sale of this Note (the "Transaction Expense Amount"), all of
which amount is included in the initial principal balance of this Note. The
purchase price for this Note and the Warrants (as defined in the Purchase
Agreement) shall be $300,000.00 (the "Purchase Price"), computed as follows:
$335,000.00 original principal balance, less the OID, less the Transaction
Expense Amount. The Purchase Price shall be payable by delivery to Borrower at
Closing of the Investor Notes (as defined in the Purchase Agreement) and a wire
transfer of immediately available funds in the amount of the Initial Cash
Purchase Price (as defined in the Purchase Agreement).This Note shall be
comprised of three (3) tranches (each, a "Tranche"), consisting of (i) an
initial Tranche in an amount equal to $115,000.00 and any interest, costs, fees
or charges accrued thereon or added thereto under the terms of this Note and the
other Transaction Documents (as defined in the Purchase Agreement) (the "Initial
Tranche"), and (ii) two (2) additional Tranches, each in the amount of
$110,000.00, plus any interest, costs, fees or charges accrued thereon or added
thereto under the terms of this Note and the other Transaction Documents (each,
a "Subsequent Tranche"). The Initial Tranche shall correspond to the Initial
Cash Purchase Price, $10,000.00 of the OID and the Transaction Expense Amount,
and may be converted any time subsequent to the Purchase Price Date. The first
Subsequent Tranche shall correspond to Investor Note #1 and $10,000.00 of the
OID and the second Subsequent Tranche shall correspond to Investor Note #2 and
$10,000.00 of the OID. Lender's right to convert any portion of any of the
Subsequent Tranches is conditioned upon Lender's payment in full of the Investor
Note corresponding to such Subsequent Tranche (upon the satisfaction of such
condition, such Subsequent Tranche becomes a "Conversion Eligible Tranche"). In
the event Lender exercises its Lender Offset Right (as defined below) with
respect to a portion of an Investor Note and pays in full the remaining
outstanding balance of such Investor Note, the Subsequent Tranche that
corresponds to such Investor Note shall be deemed to be a Conversion Eligible
Tranche only for the portion of such Tranche that was paid for in cash by Lender
and the portion of such Investor Note that was offset pursuant to Lender's
exercise of the Lender Offset Right shall not be included in the applicable
Conversion Eligible Tranche. For the avoidance of doubt, subject to the other
terms and conditions hereof, the Initial Tranche shall be deemed a Conversion
ligible Tranche as of the Purchase Price Date for all purposes hereunder and may
be converted in whole or in part at any time subsequent to the Purchase Price
Date, and each Subsequent Tranche that becomes a Conversion Eligible Tranche may
be converted in whole or in part at any time subsequent to the first date on
which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all
purposes hereunder, Conversion Eligible Tranches shall be converted (or
redeemed, as applicable) in order of the lowest-numbered Conversion Eligible
Tranche and Conversion Eligible Tranches may be converted (or redeemed, as
applicable) in one or more separate Conversions (as defined below), as
determined in Lender's sole discretion. At all times hereunder, the aggregate
amount of any costs, fees or charges incurred by or assessable against Borrower
hereunder, including, without limitation, any fees, charges or premiums incurred
in connection with an Event of Default (as defined below), shall be added to the
lowest-numbered then-current Conversion Eligible Tranche.
1. Payment; Prepayment. Provided there is an Outstanding Balance, on each
Installment Date (as defined below), Borrower shall pay to Lender an
amount equal to the Installment Amount (as defined below) due on such
Installment Date in accordance with Section 8. All payments owing
hereunder shall be in lawful money of the United States of America or
Conversion Shares (as defined below), as provided for herein, and
delivered to Lender at the address furnished to Borrower for that
purpose. All payments shall be applied first to (a) costs of collection,
if any, then to (b) fees and charges, if any, then to (c) accrued and
unpaid interest, and thereafter, to (d) principal. Notwithstanding the
foregoing, so long as Borrower has not received a Lender Conversion Notice
(as defined below) or an Installment Notice (as defined below) from Lender
where the applicable Conversion Shares have not yet been delivered and so
long as no Event of Default has occurred since the Effective Date (whether
declared by Lender or undeclared), then Borrower shall have the right,
exercisable on not less than five (5) Trading Days prior written notice to
Lender to prepay the Outstanding Balance of this Note, in full, in
accordance with this Section 1. Any notice of prepayment hereunder (an
"Optional Prepayment Notice") shall be delivered to Lender at its
registered address and shall state: (i) that Borrower is exercising its
right to prepay this Note, and (ii) the date of prepayment, which shall be
not less than five (5) Trading Days from the date of the Optional
Prepayment Notice. On the date fixed for prepayment (the "Optional
Prepayment Date"), Borrower shall make payment of the Optional Prepayment
Amount (as defined below) to or upon the order of Lender as may be
specified by Lender in writing to Borrower. If Borrower exercises its
right to prepay this Note, Borrower shall make payment to Lender of an
amount in cash equal to 125% (the "Prepayment Premium" multiplied by the
then Outstanding Balance of this Note (the "Optional Prepayment Amount").
In the event Borrower delivers the Optional Prepayment Amount to Lender
prior to the Optional Prepayment Date or without delivering an Optional
Prepayment Notice to Lender as set forth herein without Lender's prior
written consent, the Optional Prepayment Amount shall not be deemed to
have been paid to Lender until the Optional Prepayment Date. Moreover, in
such event the Optional Prepayment Liquidated Damages Amount will
automatically be added to the Outstanding Balance of this Note on the day
Borrower delivers the Optional Prepayment Amount to Lender. In the event
Borrower delivers the Optional Prepayment Amount without an Optional
Prepayment Notice, then the Optional Prepayment Date will be deemed to be
the date that is five (5) Trading Days from the date that the Optional
Prepayment Amount was delivered to Lender. In addition, if Borrower
delivers an Optional Prepayment Notice and fails to pay the Optional
Prepayment Amount due to Lender within two (2) Trading Days following the
Optional Prepayment Date, Borrower shall forever forfeit its right to
prepay this Note.
2. Security. This Note is secured by that certain Security Agreement of even
date herewith, as the same may be amended from time to time (the "Security
Agreement"), executed by Borrower in favor of Lender encumbering the
Investor Notes, as more specifically set forth in the Security Agreement,
all the terms and conditions of which are hereby incorporated into and
made a part of this Note.
3. Lender Optional Conversion.
3.1. Lender Conversion Price. Subject to adjustment as set forth in this Note,
the conversion price for each Lender Conversion (as defined below) shall
be $1.00 (the "Lender Conversion Price"). However, in the event the Market
Capitalization falls below $10,000,000.00 at any time, then in such event
(a) the Lender Conversion Price for all Lender Conversions occurring after
the first date of such occurrence shall equal the lower of the Lender
Conversion Price and the Market Price as of any applicable date of
Conversion, and (b) the true-up provisions of Section 11 below shall apply
to all Lender Conversions that occur after the first date the Market
Capitalization falls below $10,000,000.00, provided that all references to
the "Installment Notice" in Section 11 shall be replaced with references
to a "Lender Conversion Notice" for purposes of this Section 3.1, all
references to "Installment Conversion Shares" in Section 11 shall be
replaced with references to "Lender Conversion Shares" for purposes of
this Section 3.1, and all references to the "Installment Conversion Price"
in Section 11 shall be replaced with references to the "Lender Conversion
Price" for purposes of this Section 3.1.
3.2. Lender Conversions. Lender has the right at any time after the Purchase
Price Date until the Outstanding Balance has been paid in full, including
without limitation (a) until any Optional Prepayment Date (even if Lender
has received an Optional Prepayment Notice) or at any time thereafter with
respect to any amount that is not prepaid, and (b) during or after any
Fundamental Default Measuring Period, at its election, to convert (each
instance of conversion is referred to herein as a "Lender Conversion") all
or any part of the Outstanding Balance into shares ("Lender Conversion
Shares") of fully paid and non-assessable common stock, $0.0001 par value
per share ("Common Stock"), of Borrower as per the following conversion
formula: the number of Lender Conversion Shares equals the amount being
converted (the "Conversion Amount") divided by the Lender Conversion
Price. Conversion notices in the form attached hereto as Exhibit A (each,
a "Lender Conversion Notice") may be effectively delivered to Borrower by
any method of Lender's choice (including but not limited to facsimile,
email, mail, overnight courier, or personal delivery), and all Lender
Conversions shall be cashless and not require further payment from Lender.
Borrower shall deliver the Lender Conversion Shares from any Lender
Conversion to Lender in accordance with Section 9 below.
3.3. Application to Installments. Notwithstanding anything to the contrary
herein, including without limitation Section 8 hereof, Lender may, in its
sole discretion, apply all or any portion of any Lender Conversion toward
any Installment Conversion (as defined below), even if such Installment
Conversion is pending, as determined in Lender's sole discretion, by
delivering written notice of such election (which notice may be included
as part of the applicable Lender Conversion Notice) to Borrower at any
date on or prior to the applicable Installment Date. In such event,
Borrower may not elect to allocate such portion of the Installment Amount
being paid pursuant to this Section 3.3 in the manner prescribed in
Section 8.3; rather, Borrower must reduce the applicable Installment
Amount by the Conversion Amount described in this Section 3.3.
4. Defaults and Remedies.
4.1. Defaults. The following are events of default under this Note (each, an
"Event of Default"): (a) Borrower shall fail to pay any principal,
interest, fees, charges, or any other amount when due and payable
hereunder; or (b) Borrower shall fail to deliver any Lender Conversion
Shares in accordance with the terms hereof; or (c) Borrower shall fail
to deliver any Installment Conversion Shares (as defined below) or True-Up
Shares (as defined below) in accordance with the terms hereof; or (d) a
receiver, trustee or other similar official shall be appointed over
Borrower or a material part of its assets and such appointment shall
remain uncontested for twenty (20) days or shall not be dismissed or
discharged within sixty (60) days; or (e) Borrower shall become insolvent
or generally fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if any; or
(f) Borrower shall make a general assignment for the benefit of creditors;
or (g) Borrower shall file a petition for relief under any bankruptcy,
insolvency or similar law (domestic or foreign); or (h) an involuntary
proceeding shall be commenced or filed against Borrower; or (i) Borrower
shall default or otherwise fail to observe or perform any covenant,
obligation, condition or agreement of Borrower contained herein or in any
other Transaction Document, other than those specifically set forth in
this Section 4.1 and Section 4 of the Purchase Agreement; or (j) any
representation, warranty or other statement made or furnished by or on
behalf of Borrower to Lender herein, in any Transaction Document, or
otherwise in connection with the issuance of this Note shall be false,
incorrect, incomplete or misleading in any material respect when made or
furnished; or (k) the occurrence of a Fundamental Transaction without
Lender's prior written consent; or (l) Borrower shall fail to maintain the
Share Reserve as required under the Purchase Agreement; or (m) Borrower
effectuates a reverse split of its Common Stock without twenty (20)
Trading Days prior written notice to Lender; or (n) any money judgment,
writ or similar process shall be entered or filed against Borrower or any
subsidiary of Borrower or any of its property or other assets for more
than $100,000.00, and shall remain unvacated, unbonded or unstayed for a
period of twenty (20) calendar days unless otherwise consented to by
Lender; or (o) Borrower shall fail to deliver to Lender original signature
pages to all Transaction Documents within five (5) Trading Days of the
Purchase Price Date; or (p) Borrower shall fail to be DWAC Eligible; or
(q) Borrower shall fail to observe or perform any covenant set forth in
Section 4 of the Purchase Agreement.
4.2. Remedies. Upon the occurrence of any Event of Default, Borrower shall
within one (1) Trading Day deliver written notice thereof via facsimile,
email or reputable overnight courier (with next day delivery specified)
(an "Event of Default Notice") to Lender. At any time and from time to
time after the earlier of Lender's receipt of an Event of Default Notice
and Lender becoming aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the
Outstanding Balance becoming immediately due and payable in cash at the
Mandatory Default Amount. Notwithstanding the foregoing, at any time
following the occurrence of any Event of Default, Lender may, at its
option, elect to increase the Outstanding Balance by applying the Default
Effect (subject to the limitation set forth below) via written notice to
Borrower without accelerating the Outstanding Balance, in which event the
Outstanding Balance shall be increased as of the date of the occurrence of
the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so
declared by Lender (for the avoidance of doubt, if Lender elects to apply
the Default Effect pursuant to this sentence, it shall reserve the right
to declare the Outstanding Balance immediately due and payable at any time
and no such election by Lender shall be deemed to be a waiver of its right
to declare the Outstanding Balance immediately due and payable as set
forth herein unless otherwise agreed to by Lender in writing).
Notwithstanding the foregoing, upon the occurrence of any Event of Default
described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the
Outstanding Balance as of the date of acceleration shall become
immediately and automatically due and payable in cash at the Mandatory
Default Amount, without any written notice required by Lender. At any time
following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding
Balance beginning on the date the applicable Event of Default occurred at
an interest rate equal to the lesser of 22% per annum or the maximum rate
permitted under applicable law ("Default Interest"); provided, however,
that no Default Interest shall accrue during the Fundamental Default
Measuring Period. Additionally, following the occurrence of any Event of
Default, Borrower may, at its option, pay any Lender Conversion in cash
instead of Lender Conversion Shares by paying to Lender on or before the
applicable Delivery Date (as defined below) a cash amount equal to the
number of Lender Conversion Shares set forth in the applicable Lender
Conversion Notice multiplied by the highest intra-day trading price of the
Common Stock that occurs during the period beginning on the date the
applicable Event of Default occurred and ending on the date of the
applicable Lender Conversion Notice. In connection with acceleration
described herein, Lender need not provide, and Borrower hereby waives, any
presentment, demand, protest or other notice of any kind, and Lender may
immediately and without expiration of any grace period enforce any and all
of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such acceleration may be rescinded and annulled
by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives
full payment pursuant to this Section 4.2. No such rescission or annulment
shall affect any subsequent Event of Default or impair any right
consequent thereon. Nothing herein shall limit Lender's right to pursue
any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to Borrower's failure to timely deliver Conversion Shares upon
Conversion of the Notes as required pursuant to the terms hereof.
4.3. Fundamental Default Remedies. Notwithstanding anything to the contrary
herein, in addition to all other remedies set forth herein, after giving
effect to the Lender Offset Right (as defined below), which shall occur
automatically upon the occurrence of any Fundamental Default, the
Fundamental Liquidated Damages Amount shall be added to the Outstanding
Balance upon Lender's delivery to Borrower of a notice (which notice
Lender may deliver to Borrower at any time following the occurrence of a
Fundamental Default) setting forth its election to declare a Fundamental
Default and the Fundamental Liquidated Damages Amount that will be added
to the Outstanding Balance.
4.4. Certain Additional Rights. Notwithstanding anything to the contrary
herein, in the event Borrower fails to make any payment or otherwise to
deliver any Conversion Shares as and when required under this Note, then
(a) the Lender Conversion Price for all Lender Conversions occurring after
the date of such failure to pay shall equal the lower of the Lender
Conversion Price and the Market Price as of any applicable date of
Conversion, and (b) the true-up provisions of Section 11 below shall apply
to all Lender Conversions that occur after the date of such failure to
pay, provided that all references to the "Installment Notice" in
Section 11 shall be replaced with references to a "Lender Conversion
Notice" for purposes of this Section 4.4, all references to "Installment
Conversion Shares" in Section 11 shall be replaced with references to
"Lender Conversion Shares" for purposes of this Section 4.4, and all
references to the "Installment Conversion Price" in Section 11 shall be
replaced with references to the "Lender Conversion Price" for purposes of
this Section 4.4. For the avoidance of doubt, Lender's exercise of the
rights granted to it pursuant to this Section 4.4 shall not relieve
Borrower of its obligation to continue paying the Installment Amount on
all future Installment Dates.
4.5. Cross Default. A breach or default by Borrower of any covenant or other
term or condition contained in any Other Agreements shall, at the option
of Lender, be considered an Event of Default under this Note, in which
event Lender shall be entitled (but in no event required) to apply all
rights and remedies of Lender under the terms of this Note.
5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note
is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset (except as set forth in Section 20 below), deduction
or counterclaim of any kind. Borrower hereby waives any rights of offset
it now has or may have hereafter against Lender, its successors and
assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.
6. Waiver. No waiver of any provision of this Note shall be effective unless
it is in the form of a writing signed by the party granting the waiver. No
waiver of any provision or consent to any prohibited action shall
constitute a waiver of any other provision or consent to any other
prohibited action, whether or not similar. No waiver or consent shall
constitute a continuing waiver or consent or commit a party to provide a
waiver or consent in the future except to the extent specifically set
forth in writing.
7. Rights Upon Issuance of Securities.
7.1. Subsequent Equity Sales. Except with respect to Excluded Securities, if
Borrower or any subsidiary thereof, as applicable, at any time this Note
is outstanding, shall sell, issue or grant any Common Stock, option to
purchase Common Stock, right to reprice, preferred shares convertible into
Common Stock, or debt, warrants, options or other instruments or
securities to Lender or any third party which are convertible into or
exercisable for shares of Common Stock (collectively, the "Equity
Securities"), including without limitation any Deemed Issuance, at an
effective price per share less than the then effective Lender Conversion
Price (such issuance is referred to herein as a "Dilutive Issuance"),
then, the Lender Conversion Price shall be automatically reduced and only
reduced to equal such lower effective price per share. If the holder of
any Equity Securities so issued shall at any time, whether by operation of
purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options, or
rights per share which are issued in connection with such Dilutive
Issuance, be entitled to receive shares of Common Stock at an effective
price per share that is less than the Lender Conversion Price, such
issuance shall be deemed to have occurred for less than the Lender
Conversion Price on the date of such Dilutive Issuance, and the then
effective Lender Conversion Price shall be reduced and only reduced to
equal such lower effective price per share. Such adjustments described
above to the Lender Conversion Price shall be permanent (subject to
additional adjustments under this section), and shall be made whenever
such Equity Securities are issued. Borrower shall notify Lender, in
writing, no later than the Trading Day following the issuance of any
Equity Securities subject to this Section 7.1, indicating therein the
applicable issuance price, or applicable reset price, exchange price,
conversion price, or other pricing terms (such notice, the "Dilutive
Issuance Notice"). For purposes of clarification, whether or not Borrower
provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon
the occurrence of any Dilutive Issuance, on the date of such Dilutive
Issuance the Lender Conversion Price shall be lowered to equal the
applicable effective price per share regardless of whether Borrower or
Lender accurately refers to such lower effective price per share in any
Installment Notice or Lender Conversion Notice.
7.2. Adjustment of Lender Conversion Price upon Subdivision or Combination of
Common Stock. Without limiting any provision hereof, if Borrower at any
time on or after the Effective Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Lender Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by
combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Lender Conversion Price in effect immediately prior to such combination
will be proportionately increased. Any adjustment pursuant to this Section
7.2 shall become effective immediately after the effective date of such
subdivision or combination. If any event requiring an adjustment under
this Section 7.2 occurs during the period that a Lender Conversion Price
is calculated hereunder, then the calculation of such Lender Conversion
Price shall be adjusted appropriately to reflect such event.
7.3. Other Events. In the event that Borrower (or any subsidiary) shall take
any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect Lender from dilution or if any
event occurs of the type contemplated by the provisions of this Section 7
but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features), then Borrower's board of
directors shall in good faith determine and implement an appropriate
adjustment in the Lender Conversion Price so as to protect the rights of
Lender, provided that no such adjustment pursuant to this Section 7.3 will
increase the Lender Conversion Price as otherwise determined pursuant to
this Section 7, provided further that if Lender does not accept such
adjustments as appropriately protecting its interests hereunder against
such dilution, then Borrower's board of directors and Lender shall agree,
in good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall
be borne by Borrower.
8. Borrower Installments.
8.1. Installment Conversion Price. Subject to the adjustments set forth herein,
the conversion price for each Installment Conversion (the "Installment
Conversion Price") shall be the lesser of (a) the Lender Conversion Price,
and (b) the Market Price.
8.2. Installment Conversions. Beginning on the date that is six (6) months
after the Purchase Price Date and on the same day of each month thereafter
until the Maturity Date (each, an "Installment Date"), if paying in cash,
Borrower shall pay to Lender the applicable Installment Amount due on such
date subject to the provisions of this Section 8, and if paying in
Installment Conversion Shares (as defined below), Borrower shall deliver
such Installment Conversion Shares on or before the Delivery Date.
Payments of each Installment Amount may be made (a) in cash; provided,
however, that in the event Lender has paid off all or any portion of any
Investor Note (such amount that is prepaid, the "Investor Note Prepayment
Amount"), Borrower may not pay any portion of any Installment Amount in
cash for a period of ninety (90) days following the date Investor
delivered the applicable Investor Note Prepayment Amount to Borrower (the
"Standstill Period") and any payment in cash of any Installment Amount
made during the Standstill Period shall be deemed to be a prepayment
pursuant to Section 1 above and shall be subject to the Prepayment Premium
provided in such section, or (b) by converting such Installment Amount
into shares of Common Stock ("Installment Conversion Shares", and together
with the Lender Conversion Shares, the "Conversion Shares") in accordance
with this Section 8 (each an "Installment Conversion") per the following
formula: the number of Installment Conversion Shares equals the portion of
the applicable Installment Amount being converted divided by the
Installment Conversion Price, or (c) by any combination of the foregoing,
so long as the cash is delivered to Lender on the applicable Installment
Date and the Installment Conversion Shares are delivered to Lender on or
before the applicable Delivery Date. Notwithstanding the foregoing,
Borrower will not be entitled to elect an Installment Conversion with
respect to any portion of any applicable Installment Amount and shall be
required to pay the entire amount of such Installment Amount in cash if on
the applicable Installment Date there is an Equity Conditions Failure, and
such failure is not waived in writing by Lender. Moreover, in the event
Borrower desires to pay all or any portion of any Installment Amount in
cash, it must notify Lender in writing of such election and the portion of
the applicable Installment Amount it elects to pay in cash not more than
twenty-five (25) or less than fifteen (15) Trading Days prior to the
applicable Installment Date. If Borrower fails to so notify Lender, it
shall not be permitted to elect to pay any portion of such Installment
Amount in cash unless otherwise agreed to by Lender in writing or proposed
by Lender in an Installment Notice delivered by Lender to Borrower.
Notwithstanding the foregoing or anything to the contrary herein, Borrower
shall only be obligated to deliver Installment Amounts with respect to
Tranches that have become Conversion Eligible Tranches and shall have no
obligation to pay to Lender any Installment Amount with respect to any
Tranche that has not become a Conversion Eligible Tranche. In furtherance
thereof, in the event Borrower has repaid all Conversion Eligible Tranches
pursuant to the terms of this Note, it shall have no further obligations
to deliver any Installment Amount to Lender unless and until any
Subsequent Tranche that was not previously a Conversion Eligible Tranche
becomes a Conversion Eligible Tranche pursuant to the terms of this Note.
Notwithstanding that failure to repay this Note in full by the Maturity
Date is an Event of Default, the Installment Dates shall continue after
the Maturity Date pursuant to this Section 8 until the Outstanding Balance
is repaid in full, provided that Lender shall, in Lender's sole
discretion, determine the Installment Amount for each Installment Date
after the Maturity Date.
8.3. Allocation of Installment Amounts. Subject to Section 8.2 regarding an
Equity Conditions Failure, for each Installment Date, Borrower may elect
to allocate the amount of the applicable Installment Amount between cash
and via an Installment Conversion, by email or fax delivery of a notice to
Lender substantially in the form attached hereto as Exhibit B (each, an
"Installment Notice"), provided, that to be effective, each applicable
Installment Notice must be received by Lender not more than twenty-five
(25) or less than fifteen (15) Trading Days prior to the applicable
Installment Date. If Lender has not received an Installment Notice within
such time period, then Lender may prepare the Installment Notice and
deliver the same to Borrower by fax or email. Following its receipt of
such Installment Notice, Borrower may either ratify Lender's proposed
allocation in the applicable Installment Notice or elect to change the
allocation by written notice to Lender by email or fax on or before
12:00 p.m. New York time on the applicable Installment Date, so long as
the sum of the cash payments and the amount of Installment Conversions
equal the applicable Installment Amount, provided that Lender must
approve any increase to the portion of the Installment Amount payable in
cash. If Borrower fails to notify Lender of its election to change the
allocation prior to the deadline set forth in the previous sentence (and
seek approval to increase the amount payable in cash), it shall be deemed
to have ratified and accepted the allocation set forth in the applicable
Installment Notice prepared by Lender. If neither Borrower nor Lender
prepare and deliver to the other party an Installment Notice as outlined
above, then Borrower shall be deemed to have elected that the entire
Installment Amount be converted via an Installment Conversion. Borrower
acknowledges and agrees that regardless of which party prepares the
applicable Installment Notice, the amounts and calculations set forth
thereon are subject to correction or adjustment because of error, mistake,
or any adjustment resulting from an Event of Default or other adjustment
permitted under the Transaction Documents (an "Adjustment"). Furthermore,
no error or mistake in the preparation of such notices, or failure to
apply any Adjustment that could have been applied prior to the preparation
of an Installment Notice may be deemed a waiver of Lender's right to
enforce the terms of any Note, even if such error, mistake, or failure to
include an Adjustment arises from Lender's own calculation. Borrower shall
deliver the Installment Conversion Shares from any Installment Conversion
to Lender in accordance with Section 9 below on or before each applicable
Delivery Date.
9. Method of Conversion Share Delivery. On or before the close of business on
the third (3rd) Trading Day following the Installment Date or the third
(3rd) Trading Day following the date of delivery of a Lender Conversion
Notice, as applicable (the "Delivery Date"), Borrower shall, provided it
is DWAC Eligible at such time, deliver or cause its transfer agent to
deliver the applicable Conversion Shares electronically via DWAC to the
account designated by Lender in the applicable Lender Conversion Notice or
Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to
Lender or its broker (as designated in the Lender Conversion Notice or
Installment Notice, as applicable), via reputable overnight courier, a
certificate representing the number of shares of Common Stock equal to the
number of Conversion Shares to which Lender shall be entitled, registered
in the name of Lender or its designee. For the avoidance of doubt,
Borrower has not met its obligation to deliver Conversion Shares by the
Delivery Date unless Lender or its broker, as applicable, has actually
received the certificate representing the applicable Conversion Shares no
later than the close of business on the relevant Delivery Date pursuant to
the terms set forth above.
10. Conversion Delays. If Borrower fails to deliver Conversion Shares or
True-Up Shares in accordance with the timeframes stated in Sections 9 or
11, as applicable, Lender, at any time prior to selling all of those
Conversion Shares or True-Up Shares, as applicable, may rescind in whole
or in part that particular Conversion attributable to the unsold
Conversion Shares or True-Up Shares, with a corresponding increase to the
Outstanding Balance (any returned amount will tack back to the Purchase
Price Date for purposes of determining the holding period under Rule 144
under the Securities Act of 1933, as amended ("Rule 144")). In addition,
for each Lender Conversion, in the event that Lender Conversion Shares are
not delivered by the fourth Trading Day (inclusive of the day of the
Lender Conversion), a late fee equal to the greater of (a) $500.00 and
(b) 2% of the applicable Lender Conversion Share Value rounded to the
nearest multiple of $100.00 (but in any event the cumulative amount of
such late fees for each Lender Conversion shall not exceed 200% of the
applicable Lender Conversion Share Value) will be assessed for each day
after the third Trading Day (inclusive of the day of the Lender
Conversion) until Lender Conversion Share delivery is made; and such late
fee will be added to the Outstanding Balance (such fees, the "Conversion
Delay Late Fees"). For illustration purposes only, if Lender delivers a
Lender Conversion Notice to Borrower pursuant to which Borrower is
required to deliver 100,000 Lender Conversion Shares to Lender and on the
Delivery Date such Lender Conversion Shares have a Lender Conversion Share
Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Date
of $0.20 per share of Common Stock), then in such event a Conversion Delay
Late Fee in the amount of $500.00 per day (the greater of $500.00 per day
and $20,000.00 multiplied by 2%, which is $400.00) would be added to the
Outstanding Balance of the Note until such Lender Conversion Shares are
delivered to Lender. For purposes of this example, if the Lender
Conversion Shares are delivered to Lender twenty (20) days after the
applicable Delivery Date, the total Conversion Delay Late Fees that would
be added to the Outstanding Balance would be $10,000.00 (20 days
multiplied by $500.00 per day). If the Lender Conversion Shares are
delivered to Lender one hundred (100) days after the applicable Delivery
Date, the total Conversion Delay Late Fees that would be added to the
Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00
per day, but capped at 200% of the Lender Conversion Share Value).
11. True-Up. On the date that is twenty (20) Trading Days (a "True-Up Date")
from each date that the Installment Conversion Shares delivered by
Borrower to Lender become Free Trading, there shall be a true-up where
Borrower shall deliver to Lender additional Installment Conversion Shares
("True-Up Shares") if the Installment Conversion Price as of the True-Up
Date is less than the Installment Conversion Price used in the applicable
Installment Notice. In such event, Borrower shall deliver to Lender within
three (3) Trading Days of the True-Up Date (the "True-Up Share Delivery
Date") a number of True-Up Shares equal to the difference between the
number of Installment Conversion Shares that would have been delivered to
Lender on the True-Up Date based on the Installment Conversion Price as of
the True-Up Date and the number of Installment Conversion Shares
originally delivered to Lender pursuant to the applicable Installment
Notice. For the avoidance of doubt, if the Installment Conversion Price as
of the True-Up Date is higher than the Installment Conversion Price set
forth in the applicable Installment Notice, then Borrower shall have no
obligation to deliver True-Up Shares to Lender, nor shall Lender have any
obligation to return any excess Installment Conversion Shares to Borrower
under any circumstance. For the convenience of Borrower only, Lender may,
in its sole discretion, deliver to Borrower a notice (pursuant to a form
of notice substantially in the form attached hereto as Exhibit C)
informing Borrower of the number of True-Up Shares it is obligated to
deliver to Lender as of any given True-Up Date, provided that if Lender
does not deliver any such notice, Borrower shall not be relieved of its
obligation to deliver True-Up Shares pursuant to this Section 11.
Notwithstanding the foregoing, if Borrower fails to deliver any required
True-Up Shares on or before any applicable True-Up Share Delivery Date,
then in such event the Outstanding Balance of this Note will automatically
increase by a sum equal to the number of True-Up Shares deliverable as of
the applicable True-Up Date multiplied by the Market Price for the Common
Stock as of the applicable True-Up Date (under Lender's and Borrower's
expectations that any such increase will tack back to the Purchase Price
Date for purposes of determining the holding period under Rule 144).
12. Ownership Limitation. Notwithstanding anything to the contrary contained
in this Note or the other Transaction Documents, if at any time Lender
shall or would be issued shares of Common Stock under any of the
Transaction Documents, but such issuance would cause Lender (together with
its affiliates) to beneficially own a number of shares exceeding 4.99% of
the number of shares of Common Stock outstanding on such date (including
for such purpose the shares of Common Stock issuable upon such issuance)
(the "Maximum Percentage"), then Borrower must not issue to Lender shares
of Common Stock which would exceed the Maximum Percentage. For purposes of
this section, beneficial ownership of Common Stock will be determined
pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock
issuable to Lender that would cause the Maximum Percentage to be exceeded
are referred to herein as the "Ownership Limitation Shares". Borrower will
reserve the Ownership Limitation Shares for the exclusive benefit of
Lender. From time to time, Lender may notify Borrower in writing of the
number of the Ownership Limitation Shares that may be issued to Lender
without causing Lender to exceed the Maximum Percentage. Upon receipt of
such notice, Borrower shall be unconditionally obligated to immediately
issue such designated shares to Lender, with a corresponding reduction in
the number of the Ownership Limitation Shares. Notwithstanding the
forgoing, the term "4.99%" above shall be replaced with "9.99%" at such
time as the Market Capitalization is less than $10,000,000.00.
Notwithstanding any other provision contained herein, if the term "4.99%"
is replaced with "9.99%" pursuant to the preceding sentence, such increase
to "9.99%" shall remain at 9.99% until increased, decreased or waived by
Lender as set forth below. By written notice to Borrower, Lender may
increase, decrease or waive the Maximum Percentage as to itself but any
such waiver will not be effective until the 61st day after delivery there
of. The foregoing 61-day notice requirement is enforceable, unconditional
and non-waivable and shall apply to all affiliates and assigns of Lender.
13. Payment of Collection Costs. If this Note is placed in the hands of an
attorney for collection or enforcement prior to commencing arbitration or
legal proceedings, or is collected or enforced through any arbitration or
legal proceeding, or Lender otherwise takes action to collect amounts due
under this Note or to enforce the provisions of this Note, then Borrower
shall pay the costs incurred by Lender for such collection, enforcement or
action including, without limitation, attorneys' fees and disbursements.
Borrower also agrees to pay for any costs, fees or charges of its transfer
agent that are charged to Lender pursuant to any Conversion or issuance of
shares pursuant to this Note.
14. Opinion of Counsel. In the event that an opinion of counsel is needed for
any matter related to this Note, Lender has the right to have any such
opinion provided by its counsel. Lender also has the right to have any
such opinion provided by Borrower's counsel.
15. Governing Law. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the
internal laws of the State of Utah, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Utah or
any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Utah. The provisions set forth
in the Purchase Agreement to determine the proper venue for any disputes
are incorporated herein by this reference.
16. Resolution of Disputes.
16.1. Arbitration of Disputes. By its acceptance of this Note, each party agrees
to be bound by the Arbitration Provisions (as defined in the Purchase
Agreement) set forth as an exhibit to the Purchase Agreement.
16.2. Calculation Disputes. Notwithstanding the Arbitration Provisions, in the
case of a dispute as to any Calculation (as defined in the Purchase
Agreement), such dispute will be resolved in the manner set forth in the
Purchase Agreement.
17. Cancellation. After repayment or conversion of the entire Outstanding
Balance (including without limitation delivery of True-Up Shares pursuant
to the payment of the final Installment Amount, if applicable), this Note
shall be deemed paid in full, shall automatically be deemed canceled, and
shall not be reissued.
18. Amendments. The prior written consent of both parties hereto shall be
required for any change or amendment to this Note.
19. Assignments. Borrower may not assign this Note without the prior written
consent of Lender. This Note and any shares of Common Stock issued upon
conversion of this Note may be offered, sold, assigned or transferred by
Lender without the consent of Borrower.
20. Offset Rights. Notwithstanding anything to the contrary herein or in any
of the other Transaction Documents, (a) the parties hereto acknowledge and
agree that Lender maintains a right of offset pursuant to the terms of the
Investor Notes that, under certain circumstances, permits Lender to deduct
amounts owed by Borrower under this Note from amounts otherwise owed by
Lender under the Investor Notes (the "Lender Offset Right"), and (b) at
any time Borrower shall be entitled to deduct and offset any amount owing
by the initial Lender under the Investor Notes from any amount owed by
Borrower under this Note (the "Borrower Offset Right"). In order to
exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a
completed and signed Borrower Offset Right Notice in the form attached
hereto as Exhibit D, (b) the original Investor Note being offset marked
"cancelled" or, in the event the applicable Investor Note has been lost,
stolen or destroyed, a lost note affidavit in a form reasonably acceptable
to Lender, and (c) a check payable to Lender in the amount of $250.00. In
the event that Borrower's exercise of the Borrower Offset Right results in
the full satisfaction of Borrower's obligations under this Note, Lender
shall return the original Note to Borrower marked "cancelled" or, in the
event this Note has been lost, stolen or destroyed, a lost note affidavit
in a form reasonably acceptable to Borrower. For the avoidance of doubt,
Borrower shall not incur any Prepayment Premium set forth in Section 1
hereof with respect to any portions of this Note that are satisfied by way
of a Borrower Offset Right.
21. Time is of the Essence. Time is expressly made of the essence with respect
to each and every provision of this Note and the documents and instruments
entered into in connection herewith.
22. Notices. Whenever notice is required to be given under this Note, unless
otherwise provided herein, such notice shall be given in accordance with
the subsection of the Purchase Agreement titled "Notices."
23. Liquidated Damages. Lender and Borrower agree that in the event Borrower
fails to comply with any of the terms or provisions of this Note, Lender's
damages would be uncertain and difficult (if not impossible) to accurately
estimate because of the parties' inability to predict future interest
rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance
adjustments, Default Interest or other charges assessed under this Note
are not penalties but instead are intended by the parties to be, and shall
be deemed, liquidated damages (under Lender's and Borrower's expectations
that any such liquidated damages will tack back to the Purchase Price Date
for purposes of determining the holding period under Rule 144).
24. Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY
AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR
THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER
COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER,
EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND
VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
25. Par Value Adjustments. If at any time Lender delivers a Conversion Notice
to Borrower and as of such date the Conversion Price is less than the Par
Value, then the Conversion Amount and the Outstanding Balance will each be
deemed to have increased immediately prior to the delivery of the
Conversion Notice in an amount equal to the Par Value Adjustment Amount
(the "Par Value Adjustment"). The number of Conversion Shares deliverable
pursuant to any relevant Conversion Notice following a Par Value
Adjustment shall be equal to (a) the Adjusted Conversion Amount, divided
by (b) the Par Value. Lender and Borrower also agree that the Par Value
Adjustment shall occur automatically and without further action by Lender.
In the event of a Par Value Adjustment, Lender will use a Conversion
Notice in substantially the form attached hereto as Exhibit E.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the
Effective Date.
BORROWER:
EMPIRE GLOBAL CORP.
By: /s/ Michele Ciavarella
------------------------------
Name: Michele Ciavarella, B.Sc.
Title: Chairman and CEO
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager
By: /s/ John Fife
------------------------------
John M. Fife, President
ATTACHMENT 1
DEFINITIONS
For purposes of this Note, the following terms shall have the following
meanings:
A1. "Adjusted Conversion Amount" means, with respect to any given Conversion
Amount subject to a Par Value Adjustment, the sum of the Conversion
Amount plus the Par Value Adjustment Amount.
A2. "Adjusted Outstanding Balance" means the Outstanding Balance of this Note
as of the date the applicable Fundamental Default occurred less any
Conversion Delay Late Fees included in such Outstanding Balance.
A3. "Approved Stock Plan" means any stock option plan which has been approved
by the board of directors of Borrower and is in effect as of the Purchase
Price Date, pursuant to which Borrower's securities may be issued to any
employee, officer or director for services provided to Borrower.
A4. "Bloomberg" means Bloomberg L.P. (or if that service is not then
reporting the relevant information regarding the Common Stock, a
comparable reporting service of national reputation selected by Lender
and reasonably satisfactory to Borrower).
A5. "Closing Bid Price" and "Closing Trade Price" means the last closing bid
price and last closing trade price, respectively, for the Common Stock on
its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not
designate the closing bid price or the closing trade price (as the case
may be) then the last bid price or last trade price, respectively, of the
Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities
exchange or trading market for the Common Stock, the last closing bid
price or last trade price, respectively, of the Common Stock on the
principal securities exchange or trading market where the Common Stock is
listed or traded as reported by Bloomberg, or if the foregoing do not
apply, the last closing bid price or last trade price, respectively, of
the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no
closing bid price or last trade price, respectively, is reported for the
Common Stock by Bloomberg, the average of the bid prices, or the ask
prices, respectively, of any market makers for the Common Stock as
reported by OTC Markets Group, Inc., and any successor thereto. If the
Closing Bid Price or the Closing Trade Price cannot be calculated for the
Common Stock on a particular date on any of the foregoing bases, the
Closing Bid Price or the Closing Trade Price (as the case may be) of the
Common Stock on such date shall be the fair market value as mutually
determined by Lender and Borrower. If Lender and Borrower are unable to
agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 16.2. All
such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction
during such period.
A6. "Conversion" means a Lender Conversion under Section 3 or an Installment
Conversion under Section 8.
A7. "Conversion Eligible Outstanding Balance" means the Outstanding Balance
of this Note less the sum of each Subsequent Tranche that has not yet
become a Conversion Eligible Tranche (i.e., Lender has not yet paid the
outstanding balance of the Investor Note that corresponds to such
Subsequent Tranche).
A8. "Conversion Factor" means 70%, subject to the following adjustments. If
at any time the lowest Closing Bid Price in the twenty (20) Trading Days
immediately preceding any date of measurement is below $0.40, then in
such event the then-current Conversion Factor shall be reduced by 10% for
all future Conversions (subject to other reductions set forth in this
section). Additionally, if at any time after the Effective Date, Borrower
is not DWAC Eligible, then the then-current Conversion Factor will
automatically be reduced by 5% for all future Conversions. If at any time
after the Effective Date, the Conversion Shares are not DTC Eligible,
then the then-current Conversion Factor will automatically be reduced by
an additional 5% for all future Conversions. Finally, in addition to the
Default Effect, if any Major Default occurs after the Effective Date, the
Conversion Factor shall automatically be reduced for all future
Conversions by an additional 5% for each of the first three (3) Major
Defaults that occur after the Effective Date (for the avoidance of doubt,
each occurrence of any Major Default shall be deemed to be a separate
occurrence for purposes of the foregoing reductions in Conversion Factor,
even if the same Major Default occurs three (3) separate times). For
example, the first time Borrower is not DWAC Eligible, the Conversion
Factor for future Conversions thereafter will be reduced from 70% to 65%
for purposes of this example. Following such event, the first time the
Conversion Shares are no longer DTC Eligible, the Conversion Factor for
future Conversions thereafter will be reduced from 65% to 60% for
purposes of this example. If, thereafter, there are three (3) separate
occurrences of a Major Default pursuant to Section 4.1(c), then for
purposes of this example the Conversion Factor would be reduced by 5% for
the first such occurrence, and so on for each of the second and third
occurrences of such Major Default.
A9. "Deemed Issuance" means an issuance of Common Stock that shall be deemed
to have occurred on the latest possible permitted date pursuant to the
terms hereof or any applicable Warrant in the event Borrower fails to
deliver Conversion Shares as and when required pursuant to Section 9 of
the Note or Warrant Shares (as defined in the Purchase Agreement) as and
when required pursuant to the Warrants. For the avoidance of doubt, if
Borrower has elected or is deemed under Section 8.3 to have elected to
pay an Installment Amount in Installment Conversion Shares and fails to
deliver such Installment Conversion Shares, such failure shall be
considered a Deemed Issuance hereunder even if an Equity Conditions
Failure exists at that time or other relevant date of determination.
A10. "Default Effect" means multiplying the Conversion Eligible Outstanding
Balance as of the date the applicable Event of Default occurred by (a)
15% for each occurrence of any Major Default, or (b) 5% for each
occurrence of any Minor Default, and then adding the resulting product to
the Outstanding Balance as of the date the applicable Event of Default
occurred, with the sum of the foregoing then becoming the Outstanding
Balance under this Note as of the date the applicable Event of Default
occurred; provided that the Default Effect may only be applied three (3)
times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults; and provided further that the
Default Effect shall not apply to any Event of Default pursuant to
Section 4.1(b) hereof.
A11. "DTC" means the Depository Trust Company.
A12. "DTC Eligible" means, with respect to the Common Stock, that such Common
Stock is eligible to be deposited in certificate form at the DTC, cleared
and converted into electronic shares by the DTC and held in the name of
the clearing firm servicing Lender's brokerage firm for the benefit of
Lender.
A13. "DTC/FAST Program" means the DTC's Fast Automated Securities Transfer
program.
A14. "DWAC" means the DTC's Deposit/Withdrawal at Custodian system.
A15. "DWAC Eligible" means that (a) Borrower's Common Stock is eligible at DTC
for full services pursuant to DTC's operational arrangements, including
without limitation transfer through DTC's DWAC system, (b) Borrower has
been approved (without revocation) by the DTC's underwriting department,
(c) Borrower's transfer agent is approved as an agent in the DTC/FAST
Program, (d) the Conversion Shares are otherwise eligible for delivery
via DWAC; (e) Borrower has previously delivered all Conversion Shares to
Lender via DWAC; and (f) Borrower's transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.
A16. "Equity Conditions Failure" means that any of the following conditions
has not been satisfied during any applicable Equity Conditions Measuring
Period (as defined below): (a) with respect to the applicable date of
determination all of the Conversion Shares would be freely tradable under
Rule 144 or without the need for registration under any applicable
federal or state securities laws (in each case, disregarding any
limitation on conversion of this Note); (b) on each day during the period
beginning one month prior to the applicable date of determination and
ending on and including the applicable date of determination (the "Equity
Conditions Measuring Period"), the Common Stock is listed or designated
for quotation (as applicable) on any of NYSE, NASDAQ, OTCQX, or OTCQB
(each, an "Eligible Market") and shall not have been suspended from
trading on any such Eligible Market (other than suspensions of not more
than two (2) Trading Days and occurring prior to the applicable date of
determination due to business announcements by Borrower); (c) on each day
during the Equity Conditions Measuring Period, Borrower shall have
delivered all shares of Common Stock issuable upon conversion of this
Note on a timely basis as set forth in Section 9 hereof and all other
shares of capital stock required to be delivered by Borrower on a timely
basis as set forth in the other Transaction Documents; (d) any shares of
Common Stock to be issued in connection with the event requiring
determination may be issued in full without violating Section 12 hereof
(Lender acknowledges that Borrower shall be entitled to assume that this
condition has been met for all purposes hereunder absent written notice
from Lender); (e) any shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without
violating the rules or regulations of the Eligible Market on which the
Common Stock is then listed or designated for quotation (as applicable);
(f) on each day during the Equity Conditions Measuring Period, no public
announcement of a pending, proposed or intended Fundamental Transaction
shall have occurred which has not been abandoned, terminated or
consummated; (g) Borrower shall have no knowledge of any fact that would
reasonably be expected to cause any of the Conversion Shares to not be
freely tradable without the need for registration under any applicable
state securities laws (in each case, disregarding any limitation on
conversion of this Note); (h) on each day during the Equity Conditions
Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision,
covenant, representation or warranty of any Transaction Document;
(i) without limiting clause (j) above, on each day during the Equity
Conditions Measuring Period, there shall not have occurred an Event of
Default or an event that with the passage of time or giving of notice
would constitute an Event of Default; (k) on each Installment Date, the
average and median daily dollar volume of the Common Stock on its
principal market for the previous twenty (20) Trading Days shall be
greater than $5,000.00; (l) the ten (10) day average VWAP of the Common
Stock is greater than $0.10, and (m) the Common Stock shall be DWAC
Eligible as of each applicable Installment Date or other date of
determination.
A17. "Excluded Securities" means any shares of Common Stock, options, or
convertible securities issued or issuable in connection with any Approved
Stock Plan; provided that the option term, exercise price or similar
provisions of any issuances pursuant to such Approved Stock Plan are not
amended, modified or changed on or after the Purchase Price Date.
A18. "Free Trading" means that (a) the shares or certificate(s) representing
the applicable shares of Common Stock have been cleared and approved for
public resale by the compliance departments of Lender's brokerage firm
and the clearing firm servicing such brokerage, and (b) such shares are
held in the name of the clearing firm servicing Lender's brokerage firm
and have been deposited into such clearing firm's account for the benefit
of Lender.
A19. "Fundamental Default" means that Borrower either fails to pay the entire
Outstanding Balance to Lender on or before the Maturity Date or fails to
pay the Mandatory Default Amount within three (3) Trading Days of the
date Lender delivers any notice of acceleration to Borrower pursuant to
Section 4.2 of this Note.
A20. "Fundamental Default Conversion Value" means the Adjusted Outstanding
Balance multiplied by the highest Fundamental Default Ratio that occurs
during the Fundamental Default Measuring Period.
A21. "Fundamental Default Measuring Period" means a number of months equal to
the Outstanding Balance as of the date the Fundamental Default occurred
divided by the Installment Amount, with such number being rounded up to
the next whole month; provided, however, that if Borrower repays the
entire Outstanding Balance prior to the conclusion of the Fundamental
Default Measuring Period, the Fundamental Default Measuring Period shall
end on the date of repayment. For illustration purposes only, if the
Outstanding Balance were equal to $125,000.00 as of the date a
Fundamental Default occurred and if the Installment Amount were
$28,500.00, then the Fundamental Default Measuring Period would equal
five (5) months calculated as follows: $125,000.00/$28,500.00 equals
4.386, rounded up to five (5).
A22. "Fundamental Default Ratio" means a ratio that will be calculated on each
Trading Day during the Fundamental Default Measuring Period by dividing
the Closing Trade Price for the Common Stock on a given Trading Day by
the Lender Conversion Price (as adjusted pursuant to the terms hereof) in
effect for such Trading Day.
A23. "Fundamental Liquidated Damages Amount" means the greater of (a) (i) the
quotient of the Outstanding Balance on the date the Fundamental Default
occurred divided by the then-current Conversion Factor, minus (ii) the
Outstanding Balance on the date the Fundamental Default occurred, or
(b) the Fundamental Default Conversion Value.
A24. "Fundamental Transaction" means that (a) (i) Borrower or any of its
subsidiaries shall, directly or indirectly, in one or more related
transactions, consolidate or merge with or into (whether or not Borrower
or any of its subsidiaries is the surviving corporation) any other person
or entity, or (ii) Borrower or any of its subsidiaries shall, directly or
indirectly, in one or more related transactions, sell, lease, license,
assign, transfer, convey or otherwise dispose of all or substantially all
of its respective properties or assets to any other person or entity, or
(iii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, allow any other person or entity to
make a purchase, tender or exchange offer that is accepted by the holders
of more than 50% of the outstanding shares of voting stock of Borrower
(not including any shares of voting stock of Borrower held by the person
or persons making or party to, or associated or affiliated with the
persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or
indirectly, in one or more related transactions, consummate a stock or
share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with any other person or entity whereby such other
person or entity acquires more than 50% of the outstanding shares of
voting stock of Borrower (not including any shares of voting stock of
Borrower held by the other persons or entities making or party to, or
associated or affiliated with the other persons or entities making or
party to, such stock or share purchase agreement or other business
combination), or (v) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, reorganize,
recapitalize or reclassify the Common Stock, other than an increase in
the number of authorized shares of Borrower's Common Stock, or (b) any
"person" or "group" (as these terms are used for purposes of
Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50%
of the aggregate ordinary voting power represented by issued and
outstanding voting stock of Borrower.
A25. "Installment Amount" means $22,333.33 ($335,000.00 / 15), plus the sum of
any accrued and unpaid interest on all Conversion Eligible Tranches as of
the applicable Installment Date, and accrued and unpaid late charges, if
any, under this Note as of the applicable Installment Date, and any other
amounts accruing or owing to Lender under this Note as of such
Installment Date; provided, however, that, if the remaining amount owing
under all then-existing Conversion Eligible Tranches or otherwise with
respect to this Note as of the applicable Installment Date is less than
the Installment Amount set forth above, then the Installment Amount for
such Installment Date (and only such Installment Amount) shall be reduced
(and only reduced) by the amount necessary to cause such Installment
Amount to equal such outstanding amount.
A26. "Lender Conversion Share Value" means the product of the number of Lender
Conversion Shares deliverable pursuant to any Lender Conversion
multiplied by the Closing Trade Price of the Common Stock on the Delivery
Date for such Lender Conversion.
A27. "Major Default" means any Event of Default occurring under
Sections 4.1(a) (payments), 4.1(c) (delivery of Installment Conversion
Shares or True-Up Shares), 4.1(l) (Share Reserve), or 4.1(q) (breach of
certain covenants) of this Note.
A28. "Mandatory Default Amount" means the greater of (a) the Outstanding
Balance (including all Tranches, both Conversion Eligible Tranches and
Subsequent Tranches that have not yet become Conversion Eligible
Tranches) divided by the Installment Conversion Price on the date the
Mandatory Default Amount is demanded, multiplied by the VWAP on the date
the Mandatory Default Amount is demanded, or (b) the Outstanding Balance
following the application of the Default Effect.
A29. "Market Capitalization" means the product equal to (a) the average VWAP
of the Common Stock for the immediately preceding fifteen (15) Trading
Days, multiplied by (b) the aggregate number of outstanding shares of
Common Stock as reported on Borrower's most recently filed Form 10-Q or
Form 10-K.
A30. "Market Price" means the Conversion Factor multiplied by the lowest
Closing Bid Price in the twenty (20) Trading Days immediately preceding
the applicable Conversion.
A31. "Minor Default" means any Event of Default that is not a Major Default or
a Fundamental Default.
A32. "OID" means an original issue discount.
A33. "Optional Prepayment Liquidated Damages Amount" means an amount equal to
the difference between (a) the product of (i) the number of shares of
Common Stock obtained by dividing (1) the applicable Optional Prepayment
Amount by (2) the Lender Conversion Price as of the date Borrower
delivered the applicable Optional Prepayment Amount to Lender, multiplied
by (ii) the Closing Trade Price of the Common Stock on the date Borrower
delivered the applicable Optional Prepayment Amount to Lender, and
(b) the applicable Optional Prepayment Amount paid by Borrower to Lender.
For illustration purposes only, if the applicable Optional Prepayment
Amount were $50,000.00, the Lender Conversion Price as of the date the
Optional Prepayment Amount was paid to Lender was equal to $0.75 per
share of Common Stock, and the Closing Trade Price of a share of Common
Stock as of such date was equal to $1.00, then the Optional Prepayment
Liquidated Damages Amount would equal $16,666.67 computed as follows:
(a) $66,666.67 (calculated as (i) (1) $50,000.00 divided by (2) $0.75
multiplied by (ii) $1.00) minus (b) $50,000.00.
A34. "Other Agreements" means, collectively, (a) all existing and future
agreements and instruments between, among or by Borrower (or an
affiliate), on the one hand, and Lender (or an affiliate), on the other
hand, and (b) any financing agreement or a material agreement that
affects Borrower's ongoing business operations.
A35. "Outstanding Balance" means as of any date of determination, the Purchase
Price, as reduced or increased, as the case may be, pursuant to the terms
hereof for payment, Conversion, offset, or otherwise, plus the OID, the
Transaction Expense Amount, accrued but unpaid interest, collection and
enforcements costs (including attorneys' fees) incurred by Lender,
transfer, stamp, issuance and similar taxes and fees related to
Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.
A36. "Par Value" means the par value of the Common Stock on any relevant date
of determination. The Par Value as of the Effective Date is $0.0001.
A37. "Par Value Adjustment Amount" means an amount added to both the
Conversion Amount and the Outstanding Balance pursuant to Section 25,
calculated as follows: (a) the number of Conversion Shares deliverable
under a particular Conversion Notice (prior to any Par Value Adjustment)
multiplied by the Par Value, less (b) the Conversion Amount (prior to any
Par Value Adjustment). For illustration purposes only, if for a given
Conversion, the Conversion Amount was $20,000, the Conversion Price was
$0.0008 and the Par Value was $0.001 then the Par Value Adjustment Amount
would be $5,000.00 (25,000,000 Conversion Shares ($20,000.00/$0.0008)
multiplied by the Par Value of $0.001 ($25,000.00) minus the Conversion
Amount of $20,000.00 equals $5,000.00).
A38. "Purchase Price Date" means the date the Initial Cash Purchase Price is
delivered by Lender to Borrower.
A39. "Trading Day" means any day on which the Common Stock is traded or
tradable for any period on the Common Stock's principal market, or on the
principal securities exchange or other securities market on which the
Common Stock is then being traded.
A40. "VWAP" means the volume weighted average price of the Common stock on the
principal market for a particular Trading Day or set of Trading Days, as
the case may be, as reported by Bloomberg.
EXHIBIT A
Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Empire Global Corp. Date:
-------------
Attn: Michele Ciavarella, CEO
671 Westburne Drive
Concord, Ontario L4K 4Z1
Canada
LENDER CONVERSION NOTICE
The above-captioned Lender hereby gives notice to Empire Global Corp., a
Delaware corporation (the "Borrower"), pursuant to that certain Secured
Convertible Promissory Note made by Borrower in favor of Lender on June 17, 2015
(the "Note"), that Lender elects to convert the portion of the Note balance set
forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be
based on the Lender Conversion Price set forth below. In the event of a conflict
between this Lender Conversion Notice and the Note, the Note shall govern, or,
in the alternative, at the election of Lender in its sole discretion, Lender may
provide a new form of Lender Conversion Notice to conform to the Note.
Capitalized terms used in this notice without definition shall have the meanings
given to them in the Note.
A. Date of Conversion:
---------------------
B. Lender Conversion #:
--------------------
C. Conversion Amount:
----------------------
D. Lender Conversion Price:
----------------
E. Lender Conversion Shares: (C divided by D)
---------------
F. Remaining Outstanding Balance of Note: *
-------------
G. Remaining Balance of Investor Notes: *
---------------
H. Outstanding Balance of Note
Net of Balance of Investor Notes: * (F minus G)
---------------
* Subject to adjustments for corrections, defaults, interest and other
adjustments permitted by the Transaction Documents (as defined in the Purchase
Agreement), the terms of which shall control in the event of any dispute between
the terms of this Lender Conversion Notice and such Transaction Documents.
The Conversion Amount converted hereunder shall be deducted from the following
Conversion Eligible Tranche(s):
Conversion Amount Tranche No.
----------------- ----------
Additionally, $ of the Conversion Amount converted hereunder shall
---------------
be deducted from the Installment Amount(s) relating to the following Installment
Date(s): .
----------------------------------------
Please transfer the Lender Conversion Shares electronically (via DWAC) to the
following account:
Broker:
----------------------------------------
Address:
----------------------------------------
----------------------------------------
DTC#:
------------------------------------------
Account #:
-------------------------------------
Account Name:
-----------------------------------
To the extent the Lender Conversion Shares are not able to be delivered to
Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Lender
Conversion Notice (by facsimile transmission or otherwise) to:
----------------------------------------
----------------------------------------
----------------------------------------
Sincerely,
Lender:
TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager
By:
----------------------------
John M. Fife, President
EXHIBIT B
Empire Global Corp.
671 Westburne Drive
Concord, Ontario L4K 4Z1
Canada
Typenex Co-Investment, LLC Date:
--------------
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
INSTALLMENT NOTICE
The above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC,
a Utah limited liability company (the "Lender"), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on
June 17, 2015 (the "Note"), of certain Borrower elections and certifications
related to payment of the Installment Amount of $ due on ,
----------- ----------
201 (the "Installment Date"). In the event of a conflict between this
--
Installment Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form
of Installment Notice to conform to the Note. Capitalized terms used in this
notice without definition shall have the meanings given to them in the Note.
INSTALLMENT CONVERSION AND CERTIFICATIONS
AS OF THE INSTALLMENT DATE
A. INSTALLMENT CONVERSION
A. Installment Date: , 201
-------------- --
B. Installment Amount:
-------------------
C. Portion of Installment Amount to be Paid in Cash:
-------------------
D. Portion of Installment Amount to be Converted
into Common Stock: (B minus C)
--------------
E. Installment Conversion Price: (lower of (i) Lender Conversion
------------- Price in effect and (ii) Market
Price as of Installment Date)
F. Installment Conversion Shares: (D divided by E)
-------------
G. Remaining Outstanding Balance of Note: *
-------------
H. Remaining Balance of Investor Notes: *
-------------
I. Outstanding Balance of Note Net of
Balance of Investor Notes: (G minus H)*
-------------
* Subject to adjustments for corrections, defaults, interest and other
ajustments permitted by the Transaction Documents (as defined in the Purchase
Agreement), the terms of which shall control in the event of any dispute between
the terms of this Installment Notice and such Transaction Documents.
B. EQUITY CONDITIONS CERTIFICATION
1. Market Capitalization:
-------------------
(Check One)
2. Borrower herby certifies that no Equity Conditions Failure exists as of
-- the Installment Date.
3. Borrower hereby gives notice that an Equity Conditions Failure has
-- occurred and requests a waiver from Lender with respect thereto. The
Equity Conditions Failure is as follows:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sincerely,
Borrower:
EMPIRE GLOBAL CORP.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
EXHIBIT C
Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Empire Global Corp. Date:
-------------
Attn: Michele Ciavarella, CEO
671 Westburne Drive
Concord, Ontario L4K 4Z1
Canada
TRUE-UP NOTICE
The above-captioned Lender hereby gives notice to Empire Global Corp., a
Delaware corporation (the "Borrower"), pursuant to that certain Secured
Convertible Promissory Note made by Borrower in favor of Lender on June 17, 2015
(the "Note"), of True-Up Conversion Shares related to , 201 (the
------------- --
"Installment Date"). In the event of a conflict between this True-Up Notice and
the Note, the Note shall govern, or, in the alternative, at the election of
Lender in its sole discretion, Lender may provide a new form of True-Up Notice
to conform to the Note. Capitalized terms used in this notice without definition
shall have the meanings given to them in the Note.
TRUE-UP CONVERSION SHARES AND CERTIFICATIONS
AS OF THE TRUE-UP DATE
1. TRUE-UP CONVERSION SHARES
A. Installment Date: , 201
-------------- --
B. True-Up Date: , 201
-------------- --
C. Portion of Installment Amount Converted into Common Stock:
----------------
D. True-Up Conversion Price: (lower of (i) Lender Conversion
---------------- Price in effect and (ii) Market
Price as of True-Up Date)
E. True-Up Conversion Shares: (C divided by D)
---------------
F. Installment Conversion Shares Delivered:
----------------
G. True-Up Conversion Shares to be Delivered: (only applicable
-------------- if E minus F is
greater than zero)
2. EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)
A. Market Capitalization:
(Check One)
B. Borrower herby certifies that no Equity Conditions Failure exists as of
-- the applicable True-Up Date.
C. Borrower hereby gives notice that an Equity Conditions Failure has
-- occurred and requests a waiver from Lender with respect thereto. The
Equity Conditions Failure is as follows:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sincerely,
Lender:
TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager
By:
----------------------------
John M. Fife, President
ACKNOWLEDGED AND CERTIFIED BY:
Borrower:
EMPIRE GLOBAL CORP.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
EXHIBIT D
Empire Global Corp.
671 Westburne Drive
Concord, Ontario L4K 4Z1
Canada
Typenex Co-Investment, LLC Date:
--------------
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
NOTICE OF EXERCISE
OF BORROWER OFFSET RIGHT
The above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC,
a Utah limited liability company (the "Lender"), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on
June 17, 2015 (the "Note"), of Borrower's election to exercise the Borrower
Offset Right as set forth below. In the event of a conflict between this Notice
of Exercise of Borrower Offset Right and the Note, the Note shall govern.
Capitalized terms used in this notice without definition shall have the meanings
given to them in the Note.
A. Effective Date of Offset: , 201
-------------- --
B. Amount of Offset:
---------------
C. Investor Note(s) Being Offset:
---------------
* Subject to adjustments for corrections, defaults, interest and other
adjustments permitted by the Transaction Documents (as defined in the Purchase
Agreement), the terms of which shall control in the event of any dispute between
the terms of this Notice of Exercise of Borrower Offset Right and such
Transaction Documents.
Sincerely,
Borrower:
EMPIRE GLOBAL CORP.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
EXHIBIT E
Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Empire Global Corp. Date:
-------------
Attn: Michele Ciavarella, CEO
671 Westburne Drive
Concord, Ontario L4K 4Z1
Canada
LENDER CONVERSION NOTICE
The above-captioned Lender hereby gives notice to Empire Global Corp., a
Delaware corporation (the "Borrower"), pursuant to that certain Secured
Convertible Promissory Note made by Borrower in favor of Lender on June 17, 2015
(the "Note"), that Lender elects to convert the portion of the Note balance set
forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be
based on the Conversion Price set forth below. In the event of a conflict
between this Conversion Notice and the Note, the Note shall govern, or, in the
alternative, at the election of Lender in its sole discretion, Lender may
provide a new form of Conversion Notice to conform to the Note. Capitalized
terms used in this notice without definition shall have the meanings given to
them in the Note.
A. Date of Conversion:
---------------
B. Lender Conversion #:
--------------
C. Conversion Amount:
---------------
D. Par Value Adjustment Amount:
---------------
E. Adjusted Conversion Amount: (C plus D)
---------------
F. Lender Conversion Price: (Par Value)
---------------
G. Lender Conversion Shares: (E divided by F)
---------------
H. Remaining Outstanding Balance of Note: *
---------------
G. Remaining Balance of Investor Notes: *
---------------
H. Outstanding Balance of Note Net of
Balance of Investor Notes: (F minus G)*
-------------
* Subject to adjustments for corrections, defaults, interest and other
adjustments permitted by the Transaction Documents (as defined in the Purchase
Agreement), the terms of which shall control in the event of any dispute between
the terms of this Lender Conversion Notice and such Transaction Documents.
The Conversion Amount converted hereunder shall be deducted from the following
Conversion Eligible Tranche(s):
Conversion Amount Tranche No.
----------------- ----------
Additionally, $ of the Conversion Amount converted hereunder shall
---------------
be deducted from the Installment Amount(s) relating to the following Installment
Date(s): .
----------------------------------------
Please transfer the Lender Conversion Shares electronically (via DWAC) to the
following account:
Broker:
----------------------------------------
Address:
----------------------------------------
----------------------------------------
DTC#:
------------------------------------------
Account #:
-------------------------------------
Account Name:
-----------------------------------
To the extent the Lender Conversion Shares are not able to be delivered to
Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Lender
Conversion Notice (by facsimile transmission or otherwise) to:
----------------------------------------
----------------------------------------
----------------------------------------
Sincerely,
Lender:
TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager
By:
----------------------------
John M. Fife, Presiden