Exhibit 10.1
THIS CONVERTIBLE PROMISSORY NOTE
AND THE STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER ANY STATE SECURITIES LAW, AND NO
INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2)
THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL TO THE HOLDER OF
THESE SECURITIES, STATING THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE ACT.
ACRO, INC.
CONVERTIBLE PROMISSORY
NOTE
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$93,274
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February 22, 2009
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FOR
VALUE RECEIVED, ACRO, INC. (the “ Company ”), a
Nevada corporation duly organized under law, hereby absolutely and
unconditionally promises to pay to the order of BioTech Knowledge
LLC (the “ Holder ”) the principal sum of
Ninety Three Thousand Two Hundred and Seventy Four US Dollars
($93,274) , (“ Principal Amount ”) on
February 8, 2010 (the “ Maturity Date ”), unless
this Convertible Promissory Note (the “ Note ”)
is earlier converted or prepaid pursuant to the terms hereof. The
Company shall not withhold or deduct any amount of any kind from
the payments payable to the Holder hereunder.
1.
Payment of Principal . Subject to the terms and conditions
of this Note, the Company may pay this Note at any time prior to
the Maturity Date by providing a thirty (30) day notice to the
Holder. The Company will pay the Principal Amount in immediately
available funds at the Holder’s known address or to such
other address as Holder may designate for such purpose from time to
time by written notice to the Company, without any requirement for
the presentation of this Note or making any notation
thereon.
2.
Conversion .
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(a)
Optional Conversion . At any time prior to the conversion or
payment of this Note, this Note shall be automatically converted
upon the receipt by the Company of a written election by the Holder
to convert all or part of the Principal Amount into shares of the
Company’s Common Stock, par value $0.001 per share (“
Common Stock ”) (“ Optional Conversion
”).
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(b)
Mandatory Conversion upon a Change of Control Event . If,
prior to the Maturity Date, the Company effects a sale of all or
substantially all of the Company’s assets or shares, or a
merger, consolidation or other business combination of the Company
with or into another entity (other than a wholly owned subsidiary)
in which the Company’s shareholders immediately prior to such
transaction do not hold a majority of the voting power of the
surviving entity (“ Change of Control Event ”),
the unpaid Principal Amount shall be automatically converted,
immediately prior to the consummation of the Change of Control
Event, into Common Stock.
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(c)
Number of Securities . The number of shares of Common Stock
to be issued to the Holder upon conversion of any or all of the
Principal Amount, as so elected by the Holder, shall equal to the
unpaid Principal Amount on the conversion date, divided by US$0.008
(as shall be adjusted as a result of any share combination, split,
revisers split, or any consolidation).
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(d)
Mechanics of Conversion; Certificates for Conversion Shares
. Upon any conversion pursuant to Sub-Section (a), the Company
shall issue within fourteen (14) days the Common Stock to the
H
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