Attached files
file | filename |
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8-K - ALTEROLA BIOTECH INC. | v191728_8k.htm |
EX-3.1 - ALTEROLA BIOTECH INC. | v191728_ex3-1.htm |
EX-16.1 - ALTEROLA BIOTECH INC. | v191728_ex16-1.htm |
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
JEDEDIAH
RESOURCES CORP.
12%
CONVERTIBLE PROMISSORY NOTE
$50,000.00
|
July
23, 2010
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1. Principal and
Interest.
(a) Jedediah Resources Corp. (the
"Company"), for value received, hereby promises to pay to the order of Paramount
Trading Company Inc. (the "Investor" or the "Holder") the sum of Fifty Thousand
USD ($50,000.00).
(b) This 12% Convertible Promissory
Note (the "Convertible Note") shall bear interest from the date of issuance of
this Convertible Note until paid in full at the rate of 12% per
annum.
This
Convertible Note, including principal and accrued interest thereunder, shall be
payable in full by July 24, 2011 (the "Demand Date”).
(c) Upon payment in full of the
principal and bonus payment, this Convertible Note shall be surrendered to the
Company for cancellation.
(d) The principal and interest payments
due under this Convertible Note shall be payable at the principal office of the
Company and shall be forwarded to the address of the Holder hereof as such
Holder shall from time to time designate.
2. Attorney's Fees. If
the indebtedness represented by this Convertible Note or any part thereof is
collected in bankruptcy, receivership or other judicial proceedings or if this
Convertible Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and bonus
payment payable hereunder, reasonable attorneys' fees and costs incurred by the
Investor.
3. Conversion.
3.1 Voluntary Conversion.
The Holder shall have the right, exercisable in whole or in part, to convert the
outstanding principal and accrued interest hereunder into a number of fully paid
and non-assessable whole shares of the Company's par value common stock ("Common
Stock") determined in accordance with Section 3.2 below.
3.2 Shares Issuable. The
number of whole shares of Common Stock into which this Convertible Note may be
voluntarily converted during such specified periods of time (the "Conversion
Shares") shall be determined by the Fair Market Value of the Common Stock at the
date of conversion (the “Note Conversion Price”). For the avoidance of doubt
Fair Market Value shall be:
a. The share price at the last private
offering of the Common Stock or
b. The 30
day average of the Common Stock in the event a public listing of the Common
Stock has taken place.
3.3 Notice and Conversion
Procedures. If the Holder elects to convert this Convertible Note, the
Holder shall provide the Company with a written notice of conversion setting
forth the amount to be converted. The notice must be delivered to the Company
together with this Convertible Note. Within twenty (20) business days of receipt
of such notice, the Company shall deliver to the Holder certificate(s) for the
Common Stock issuable upon such conversion and, if the entire principal amount
hereunder was not so converted, a new Convertible Note representing such
balance.
3.4 Common
Stock. Whenever reference is made in this Convertible
Note to the shares of Common Stock, the term "Common Stock” shall mean the
Common Stock of the Company authorized as of the date hereof. Shares
issuable upon conversion hereof shall include only shares of Common Stock of the
Company.
3.5 No Fractional Shares.
No fractional shares of Common Stock shall be issued upon conversion of this
Note. In lieu of the Company issuing any fractional shares to the Holder upon
the conversion of this Convertible Note, the Company shall pay cash to the
Holder in the amount outstanding hereunder that is not so
converted.
3.6 Repayment. This
Convertible Note, including principal and accrued interest thereunder, may be
repaid by the Company at any time. If the Company elects to redeem
this Convertible Note, the Company shall provide the Holder with a thirty day
written notice of redemption. The notice must be delivered to the
Holder.
4. Representations, Warranties
and Covenants of the Company. The Company represents, warrants and
covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Convertible Note and the performance of all obligations of
the Company hereunder has been taken, and this Convertible Note constitutes a
valid and legally binding obligation of the Company, enforceable in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.
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(b) Governmental
Consents. No consent, approval, qualification, order or authorization of,
or filing with, any local, state or federal governmental authority is required
on the part of the Company in connection with the Company's valid execution,
delivery or performance of this Convertible Note except any notices required to
be filed with the Securities and Exchange Commission, or such filings as may be
required under applicable state securities laws, which, if applicable, will be
timely filed within the applicable periods therefor.
(c) No Violation. The
execution, delivery and performance by the Company of this Note and the
consummation of the transactions contemplated hereby will not result in a
violation of its Certificate of Incorporation or Bylaws, in any material respect
of any provision of any mortgage, agreement, instrument or contract to which it
is a party or by which it is bound or, to the best of its knowledge, of any
federal or state judgment, order, writ, decree, statute, rule or regulation
applicable to the Company or be in material conflict with or constitute, with or
without the passage of time or giving of notice, either a material default under
any such provision or an event that results in the creation of any material
lien, charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business or
operations, or any of its assets or properties.
5. Representations and
Covenants of the Holder. The Company has entered into this Convertible
Note in reliance upon the following representations and covenants of the
Holder:
(a) Investment Purpose.
This Note and the Common Stock issuable upon conversion of the Note are acquired
for investment and not with a view to the sale or distribution of any part
thereof, and the Holder has no present intention of selling or engaging in any
public distribution of the same except pursuant to a registration or
exemption.
(b) Private Issue. The
Holder understands (i) that this Convertible Note and the Common Stock
issuable upon conversion of this Convertible Note are not registered under the
Securities Act of 1933, as amended (the "1933 Act") or qualified under
applicable state securities laws, and (ii) that the Company is relying on
an exemption from registration predicated on the representations set forth in
this Section 8.
(c) Financial Risk. The
Holder has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of its investment, and has the
ability to bear the economic risks of its investment.
(d) Risk of No
Registration. The Holder understands that if the Company does not
register with the Securities and Exchange Commission pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports
pursuant to Section 15(d) of the 1934 Act, or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to
sell the Common Stock issuable upon conversion of the Convertible Note, it may
be required to hold such securities for an indefinite period. The Holder also
understands that any sale of the Convertible Note or the Common Stock which
might be made by it in reliance upon Rule 144 under the 1933 Act may be
made only in accordance with the terms and conditions of that
Rule.
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6. Assignment. Subject
to the restrictions on transfer described in Section 9 below, the rights
and obligations of the Company and the Holder shall be binding upon and benefit
the successors, assigns, heirs, administrators and transferees of the
parties.
7. Waiver and Amendment.
Any provision of this Convertible Note may be amended, waived or modified upon
the written consent of the Company and the Holder.
8. Transfer of This Note or
Securities Issuable on Conversion Hereof. With respect to any offer, sale
or other disposition of this Note or securities into which this Convertible Note
may be converted, the Holder will give written notice to the Company prior
thereto, describing briefly the manner thereof. Unless the Company reasonably
determines that such transfer would violate applicable securities laws, or that
such transfer would adversely affect the Company's ability to account for future
transactions to which it is a party as a pooling of interests, and notifies the
Holder thereof within five (5) business days after receiving notice of the
transfer, the Holder may effect such transfer. The Convertible Note thus
transferred and each certificate representing the securities thus transferred
shall bear a legend as to the applicable restrictions on transferability in
order to ensure compliance with the 1933 Act, unless in the opinion of counsel
for the Company such legend is not required in order to ensure compliance with
the 1933 Act. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
9. Notices. Any notice,
other communication or payment required or permitted hereunder shall be in
writing and shall be deemed to have been given upon delivery if personally
delivered or three (3) business days after deposit if deposited in the Canada’s
mail for mailing by certified mail, postage prepaid, and addressed as
follows:
If
to Investor:
|
Paramount
Trading Company Inc.
Main
Street
Charlestown
Nevis
West
Indies
|
If
to Company:
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Jedediah
Resources Inc.
100-111
5TH AVENUE SW, STE 304 CALGARY A0 T2P
3Y6
|
Each of
the above addressees may change its address for purposes of this Section by
giving to the other addressee notice of such new address in conformance with
this Section.
10. Governing Law. This
Convertible Note is being delivered in and shall be construed in accordance with
the laws of the State of Nevada, USA, without regard to the conflicts of laws
provisions thereof.
11. Heading; References.
All headings used herein are used for convenience only and shall not be used to
construe or interpret this Note. Except as otherwise indicated, all references
herein to Sections refer to Sections hereof.
12. Waiver by the
Company. The Company hereby waives demand, notice, presentment, protest
and notice of dishonor.
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13. Delays. No delay by
the Holder in exercising any power or right hereunder shall operate as a waiver
of any power or right.
14. Severability. If one
or more provisions of this Convertible Note are held to be unenforceable under
applicable law, such provision shall be excluded from this Convertible Note and
the balance of the Convertible Note shall be interpreted as if such provision
was so excluded and shall be enforceable in accordance with its
terms.
15. No Impairment. The
Company will not, by any voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Note and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Convertible Note against impairment.
THIS
PART IS INTENTIONALLY BLANK
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IN
WITNESS WHEREOF, Jedediah Resources Corp. has caused this Convertible Note to be
executed in its corporate name and this Convertible Note to be dated, issued and
delivered, all on the date first above written.
JEDEDIAH
RESOURCES CORP.
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PARAMOUNT
TRADING COMPANY INC.
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By:
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/s/ Søren Poppelgaard
Nielsen
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/s/ Geoffrey Long
|
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Søren
Poppelgaard Nielsen
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By
Geoffrey Long
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||
President
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Authorized
Signatory
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