EXHIBIT 4.4
THIS DEBENTURE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER
ANY APPLICABLE STATE SECURITIES LAWS. THIS DEBENTURE MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT TO
THE ESTATE OF HEIRS OF THE HOLDER BY WILL OR THE LAWS OF INTESTATE SUCCESSION.
THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION
UNDER THE ACT AND ANY APPLICABLE SATISFACTORY (BOTH OPINION AND COUNSEL TO BE
SATISFACTORY) TO iExalt, INC. THAT REGISTRATION IS NOT REQUIRED.
CONVERTIBLE DEBENTURE
$250,000 PRINCIPAL AMOUNT - INTEREST AT BANK OF AMERICA PRIME RATE + 1/2% ON
DATE OF ISSUANCE
DATE OF ISSUANCE: SEPTEMBER 20, 2000
HOLDER: TCA INVESTMENTS, INC.
5433 WESTHEIMER
HOUSTON, TEXAS 77056
1. INTEREST, CONVERSION RATE AND PREPAYMENTS
iEXALT, Inc., (the "Company"), a Nevada corporation, promises to pay to
the Holder named above the principal amount shown above, and interest on the
principal amount of this Debenture, at the rate per annum shown above. The
Company will pay accrued interest and the entire outstanding principal amount at
the end of thirty (30) days from the date of issuance shown above ("Due Date").
Interest on the Debenture will accrue from the date of issuance. Interest will
be computed on the basis of a 360-day year. The Company shall be entitled to
pre-pay the amounts outstanding under this Debenture, in whole or in part,
without penalty.
2. METHOD OF PAYMENT
The Company will pay principal and interest on the Debenture to the person
who is registered as the Holder of Debenture at the close of business on the Due
Date. Holder must surrender the Debenture to the Company to collect the
principal payment. The Company will pay principal in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may pay principal by check payable in such money. It
may mail said check to a Holder's address as shown on the books and records of
the Company at that time.
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3. CONVERSION
A holder of a Debenture may convert all or part of the outstanding
principal and accrued interest hereunder into the common stock of the Company,
par value $.001 per share (the "Common Stock) at any time on or after September
20, 2000 ("Conversion Date") and prior to the payment by the Company of such
amounts. The conversion price is (a) $.50 (fifty cents) per share or (b) fifty
percent (50%) of the closing bid price of the Common Stock as quoted on the
Over-The-Counter Bulletin Board on the day prior to conversion, whichever is
less on the date of conversion. To determine the number of shares issuable upon
conversion of the Debenture, the principal amount and accrued interest, if any,
to be converted shall be divided by the conversion price in effect on the
conversion date. On conversion, the outstanding principal amount will be
adjusted hereunder and interest will continue to accrue only on such amount. No
fractional interests will be issued, and any fraction will be rounded up to the
nearest whole number of shares of Common Stock or other securities, properties
or rights issuable upon conversion.
To convert, a Debenture Holder must (1) complete and sign the conversion
notice attached to this Debenture, (2) surrender the Debenture to the Company,
(3) furnish appropriate endorsements and transfer documents if required by the
Company, and (4) pay any transfer or similar tax if required. A holder may
convert a portion of a Debenture if the portion is $10,000 or a whole multiple
of $10,000.
4. ADJUSTMENTS
The conversion price will be adjusted for stock dividends, mergers (except
shares issued for acquisitions), consolidations, stock splits or distributions
on Common Stock; subdivisions, combinations or certain re-classifications of
Common Stock; distribution to all holders of Common Stock of certain rights to
purchase such Common Stock at less than the current market price at the time;
distributions to such holders of assets or debt of the Company or certain rights
to purchase debt of the Company, excluding cash dividends or distributions from
current retained earnings(collectively referred to herein as a "Dilutive Event")
the Holder shall be entitled to receive the number of shares of Common Stock
that the Holder would have been entitled to receive as a result of any such
Dilutive Event if he had immediately, prior to such Dilutive Event, converted
the Debenture. If the Company is a party to a consolidation or merger or a
transfer or lease of all or substantially all of its assets, the right to
convert a Debenture into Company Common stock may be changed into a right to
convert it into stock, debentures, cash or other assets of the Company or of the
entity resulting or surviving such merger or to which such assets shall have
been sold, leased or transferred.
5. DENOMINATIONS, TRANSFER, EXCHANGE
The transfer of the Debenture must be registered with the Company or a
Trustee. The Company may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay transfer taxes and
fees required by law, if any.
6. PERSONS DEEMED OWNERS
The registered holder of a Debenture may be treated as its owner for all
purposes.
7. SUCCESSOR CORPORATION
When a successor corporation assumes all the obligations of its
predecessor under the Debenture, the predecessor corporation will be released
from those obligations.
8. REGISTRATION RIGHTS
The Holders of this Debenture have been granted certain registration
rights as set forth the Subscription Agreement between the Holder and the
Company of even date herewith, and such
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Subscription Agreement shall be deemed to be incorporated by reference herein.
The Holders shall be entitled to exercise such registration rights prior to the
Conversion Date as set forth in the Subscription Agreement.
9. COVENANTS
The Company covenants that, during the continuance of this security, it
will (i) conduct and carry on its business in a proper and efficient manner and
not make any substantial alteation in the nature or mode of conduct of its
business and will (ii) keep or cause to be kept proper books of accounts
relating to its business and promptly provide to the Holder such financial and
other information concerning it as the Holder may from time to time require.
10. DEFAULTS AND REMEDIES
An Event of Default is: default in payment of interest or principal on the
Debenture; failure by the Company for thirty (30) days after notice to it to
comply with any of its other agreements in the Debenture; the making of an
assignment for the benefit of the Company's creditors; the filing of a voluntary
or involuntary petition for or the appointment of a receiver of the Company's
property; the filing of a voluntary petition by or an involuntary petition
against the Company under any provision of the federal Bankruptcy Act; the
dissolution of the Company's business. If an Event of Default occurs and is
continuing, the Holder may declare the Debenture to be due and payable
immediately.
11. NO RECOURSE AGAINST OTHERS
A director, officer, employee, agent or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Debenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. The Debenture Holder, by accepting this
Debenture, waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Debenture.
12. AUTHENTICATION
The Debenture shall not be valid until authenticated by the manual
signature of an officer of the Company.
13. ABBREVIATIONS
Customary abbreviations may be used in the name of a Debenture Holder or
an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the
entireties), JT TEN (joint tenants with right of survivorship and not as tenants
in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to Minor Acts).
iExalt, INC.
By: /s/ DONALD W. SAPAUGH
-------------------------------
Donald W. Sapaugh
Chief Executive Officer
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EXHIBIT "A"
NOTICE OF CONVERSION
(To be executed by Holder to convert the
Debenture in whole or in part)
iEXALT, Inc.
4301 Windfern
Houston, Texas 77041
Re: Convertible Debenture dated September 20, 2000 to TCA Investments, Inc.
Dear Sir or Madam:
The undersigned holder irrevocably elects to convert $__________ of
outstanding principal and $__________ of accrued interest thereon under the
Debenture of iEXALT, Inc. to purchase ______ shares of Common Stock of iEXALT,
Inc. (the "Company"), at a conversion price per share of $__________.
By:_________________________________
Its:________________________________
Date:_______________________________
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