EXHIBIT 10.1
9% CONVERTIBLE PROMISSORY NOTE NO. 2006-9 DATED
NOVEMBER 30, 2006
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
NO. 2006-9
WORLDWIDE STRATEGIES INCORPORATED, a
Nevada corporation (the “ Corporation ”), is
indebted and, for value received, promises to pay to the order of
James P.R. Samuels on November 30, 2007 (the “
Due Date ”), (unless this Note shall have been sooner
prepaid as herein provided), upon presentation of this Note, Ten
Thousand Dollars ($10,000.00) (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.
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The Corporation
covenants, promises and agrees as follows:
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1.
Interest. Interest that shall accrue on the Principal
Amount shall be payable quarterly beginning February 28,
2007.
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 from preemptive rights, unissued or treasury shares
of
