EXHIBIT 10.55
9% CONVERTIBLE PROMISSORY NOTE NO.
2008-5
DATED JUNE 12, 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 12,
2008
WORLDWIDE
STRATEGIES INCORPORATED, a Nevada corporation (the “
Corporation ”), is indebted and, for value received,
promises to pay to the order of GLENWOOD PARTNERS, L.P. on
June 12, 2009 (the “ Due Date ”), (unless
this Note shall have been sooner prepaid as herein provided), upon
presentation of this Note, Twenty Six Thousand Dollars
($26,000.00) (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 on
September 12, 2008.
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.
3.1. The
Holder of this Note shall have the right, at such Holder’s
option, upon a Default Event, 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 respect of any
transfer involved in the issuance or delivery of any certificate
for such shares in a name other than that of the record Holder of
this Note.
3.5.
Reservation of Shares. The Corporation shall cause Worldwide
Strategies Incorporated to reserve and keep available, free
fr
