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EXHIBIT 10.54
9% CONVERTIBLE PROMISSORY NOTE NO.
2008-4
DATED JUNE 6, 2008
THE SECURITIES REPRESENTED
BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE “ ACT
”) OR APPLICABLE STATE SECURITIES LAWS (THE “
STATE
ACTS ”), AND SHALL NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR
NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE
TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR
SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT
AND THE STATE ACTS.
WORLDWIDE STRATEGIES INCORPORATED
A Nevada Corporation
June
6, 2008
NO.
2008-04
WORLDWIDE STRATEGIES
INCORPORATED, a Nevada corporation (the “ Corporation
”), is indebted and, for value received, promises to
pay to the order of Dirk Van Keulen
on June 6,
2009 (the “ Due Date
”), (unless this Note shall have been sooner prepaid as
herein provided), upon presentation of this Note, Twenty Thousand Dollars
($20,000.00) (the “ Principal
Amount ”) and to pay interest on the Principal
Amount at the rate of nine percent (9%) per annum as provided
herein until this Note is paid in full.
The Corporation covenants,
promises and agrees as follows:
1.
Interest.
Interest that shall accrue on the Principal
Amount shall be payable quarterly beginning September 6, 2008
by issuing shares of common stock of Worldwide Strategies
Incorporated, a Nevada corporation (the “ Shares
”) to the Holder. The number of Shares for
payment of interest shall be calculated at the end of each
month as follows:
Dollar
amount of interest accrued for that month divided by
volume-weighted average of the daily closing prices of Shares
for that month = number of shares to be issued
All
payments of principal and interest or principal or interest
shall be made at Holder’s address as it appears on the
records of the Corporation, or at such other place as may be
designated by the Holder hereof.
2.
Prepayment.
The Corporation may prepay this Note without
notice by paying to the Holder the entire outstanding
Principal Amount and all accrued but unpaid interest on this
Note.
3.
Conversion.
3.1. The
Holder of this Note shall have the right, at such
Holder’s option, upon a Default Event, or at the
conclusion of the term of the note, to convert the Principal
Amount of this Note and accrued but unpaid interest into such
number of fully paid and nonassessable Shares, as shall be
provided herein.
3.2. The
Holder of this Note may exercise the conversion right
provided in this Section 3 by giving written notice (the
“ Conversion
Notice ”) to the Corporation of the exercise of
such right and stating the name or names in which the stock
certificate or stock certificates for the Shares are to be
issued and the address to which such certificates shall be
delivered. The Conversion Notice shall be
accompanied by this Note. The number of Shares
that shall be issuable upon conversion of the Note shall
equal the dollar amount to be converted divided by five cents
($0.05).
3.3. Conversion
shall be deemed to have been effected on the date the
Conversion Notice is given (the “ Conversion
Date ”). Within 10 business days
after receipt of the Conversion Notice, the Corporation shall
issue and deliver by hand against a signed receipt therefor
or by United States registered mail, return receipt
requested, to the address designated by the Holder of this
Note in the Conversion Notice, a stock certificate or stock
certificates representing the number of Shares to which such
Holder is entitled.
3.4.
Taxes.
The Corporation shall pay all documentary, stamp
or other transactional taxes and charges attributable to the
issuance or delivery of the Shares upon conversion; provided,
however, that the Corporation shall not be required to pay
any taxes which may be payable in re
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