MOBICLEAR INC.
Convertible Promissory
Note
___________________________________
This Note has not been registered
under the Securities Act of 1933, as amended (the
“Securities
Act”) or under the
securities laws of certain states. These securities have been
acquired for
investment and may not be
transferred or sold in the absence of an effective
registration
or other compliance under the
Securities Act or the laws of the applicable state, or
a
“no action” or
interpretive letter from the United States Securities and
Exchange
Commission or an opinion of
counsel, reasonably satisfactory to the issuer
and its counsel, to the effect
that the sale or transfer is exempt from
registration under the Securities
Act and such state statutes.
___________________________________
MOBICLEAR INC., a corporation duly
organized and existing under the laws of the state of Pennsylvania
(hereinafter referred to as the
“Company”), for value received, hereby promises to pay to
the registered holder of this Note (the
“Holder”), the principal sum of Eight Hundred Twenty-Nine
Thousand One Hundred Eighty-Six Dollars and Sixty-Eight
Cents($829,186.68) within five business days of the Holder’s
written demand, upon presentation and surrender of this Convertible
Promissory Note (“Note”), at the offices of the Company
at 9th Floor, Summit One Tower, 530 Shaw Boulevard, Mandaluyong
City, Metro Manila, Philippines 1552, in such lawful money of the
United States of America as at the time of payment shall be legal
tender for the payment of public and private debt.
This Note is subject to the following further terms and material
provisions.
1.
Interest. The Note
shall not bear interest; however, if an Event of Default occurs, as
defined in Section 7, interest shall begin to accrue at the rate of
eighteen percent (18%) per annum until paid.
2.
Conversion by Holder. Subject to, and in compliance with, the
provisions contained herein, the Holder is entitled, at its option,
at any time prior to maturity, or in the event this Note or some
portion hereof shall have been called for prepayment prior to such
date, then, in respect of this Note or such portion hereof, until
and including, but not after the close of business within 30 days
of the date of notice of prepayment, to convert this Note (or any
portion of the principal amount hereof) into fully paid and
nonassessable shares (calculated as to each conversion to the
nearest share) of common stock, par value $0.0001 per share, of the
Company (the “Shares”), using a conversion price equal to the average
closing market price of the Company’s common stock for the 10
trading days immediately preceding the conversion date (the
“Conversion Rate”), subject to such adjustment in such conversion
price, if any, as may be required by the provisions of this Note,
by surrender of this Note to the Company at its offices, duly
endorsed (if so required by the Company) or assigned or in blank,
accompanied by written notice to the Company in the form set forth
herewith that the Holder elects to convert this Note or if less
than the entire principal amount hereof is to be converted, the
portion hereof to be converted. If Holder surrenders this Note for
conversion following an Event of Default, the Holder shall be
entitled to payment of the interest thereon from the date of the
Event of Default for interest through the date of conversion. No
fractions of Shares will be issued on conversion, but instead of
any fractional interest the Company will pay cash adjustments as
provided herein.
3.
Prepayment. This Note
is subject to prepayment, in whole or in part, at any time upon not
less than 30 days’ notice by registered mail at the election
of the Company. Prepayment shall be effected by paying the amount
equal to the outstanding principal amount of the Note, plus all
interest accrued subsequent to an Event of Default. During the 30
days following the date of any notice of prepayment, the Holder
will have the right to convert the outstanding principal amount of
the Note, or any portion thereof, to common stock of the Company,
on the terms and conditions provided for in paragraph 2 above. On
the date fixed for prepayment, the Note shall cease to bear
interest, if any is then accruing, with respect to the amount of
principal actually paid. Upon surrender of any Note for prepayment
in accordance with said notice of prepayment by the Company, the
amount of principal and any interest due shall be paid in cash or
certified funds. Any Note that is prepaid only in part shall be
presented for notation thereon by the Company of such partial
prepayment.
4.
Conversion by the Company. Subject to, and in compliance with, the
provisions contained herein, Company is entitled, at its option, at
any time prior to maturity, to convert this Note (or any portion of
the principal amount hereof) into the Shares at the Conversion
Rate, subject to such adjustment in such conversion price, if any,
as may be required by the provisions of this Note, by providing a
notice of conversion to the Holder at the address provided by the
Holder to the Company. If the Note is converted following an Event
of Default, the Holder shall be entitled to payment of the interest
thereon from the date of the Event of Default for interest through
the date of conversion. No fractions of Shares will be issued on
conversion, but instead of any fractional interest the Company will
pay cash adjustments as provided herein.
5.
Limitations on Right of Conversion. Following receipt of the written notice of
intention to convert the Note, the Company shall take such steps as
it deems appropriate to permit conversion of the Note as specified
in the notice without registration or qualification under
applicable federal and state securities laws; provided, that
in no event shall the Company be required to consent to the general
service of process or qualify as a foreign corporation in any
jurisdiction where the Holder resides if such jurisdiction is
different than such Holder’s residence when the Note was
originally offered and sold. In order to comply with exemptions
from the registration requirements of the Securities Act and
certain state securities statutes, the Company may require the
Holder to make certain representations and execute and deliver to
the Company certain documents as a condition to exercise of the
conversion rights hereunder, all in form and substance satisfactory
to the Company as determined in its sole discretion. In the event
the Company reasonably determines that the Note cannot be converted
in compliance with applicable federal and state securities laws in
the absence of registration or qualification under such statutes,
the Company shall be under no obligation to permit conversion of
the Note and issue any Shares of common stock pursuant
hereto.
6.
Satisfaction and Discharge of Note. This Note shall cease to be of further effect
(except as to any surviving rights of conversion, transfer,
or exchange of Notes herein expressly provided for)
when:
(a) the
Company has paid or caused to be paid all sums payable hereunder,
including all principal amounts and interest accrued under the
Note; and
(b) all
conditions precedent herein relating to the satisfaction and
discharge of this Note have been complied with.
7.
Events of Default . “Event of Default,” when
used herein, whatever the reason for such Event of Default and
whether it shall be voluntary, involuntary, or effected by
operation of law pursuant to any judgment, decree, or order of any
court or any order, rule, or regulation of any administrative or
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