Exhibit 10.5
PREMIUM SECURED CONVERTIBLE NOTE
AGREEMENT
This
Convertible Note Agreement ("Agreement") is made and effective on
June 30, 2009 ,
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GENMED
HOLDING CORP. (the
"Company"), a corporation organized and existing under the laws of
the State of Nevada, with its head office located at:
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G.M.W.
HIBMA ("Note Holder 1"),
an individual residing at:
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TOTAL LOOK
B.V. ("Note Holder 2"), a
corporation organized and existing under the laws of the
Netherlands, with its head office located at:
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WHEREAS, as per June 30, 2009, the Company owes
Note Holder 1, a total amount of $712,610.97 of which
$601,808.82 was lent by Note Holder 1 to the Company, during the
period till March 31, 2008, to fund the Company’s operations
and $110,802.15 is for unpaid interest for these loans. These loans
are unsecured and bears an annual interest of 8%.
WHEREAS, as per June 30, 2009, the Company owes
Note Holder 2, a total amount of €151,134.75 of which
€143,636.47 was lent by Note Holder 2 to the Company to fund
the Company’s operations and €7,498.28 is for unpaid
interest for this loan. At June 30, 2009 these amounts were
converted into US Dollars, according Oanda’s EUR/USD exchange
rate of 1,40484, which resulted in a total amount in US Dollars
owed to Note Holder 2 of $212,320.15 of which $201,786.26 is
for the loan and $10,533.89 for unpaid interest.
WHEREAS, as per June 30, 2009, both loans and
interest payable are in default and due to be repaid to the Note
Holders
WHEREAS, both Note Holder 1 and Note Holder 2
are willing to combine and to consolidate their loans and interest
receivable, as per June 30, 2009, from the Company and to enter
into one Convertible Debenture for the sum of the total amounts
receivable by Note Holder 1 and Note Holder 2, together being
$924,931.12 .
WHEREAS, the Company is prepared to grant the
request of the Note Holders to convert, to combine and to
consolidate their amounts receivable from the Company into one new
100% Premium Secured Convertible Promissory Note and issue this to
TOTAL LOOK BV.
In
consideration of the mutual covenants and conditions herein
contained, the parties hereby agree, represent and warrant as
follows:
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Convertible
Note Agreement
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Page 1 of 6
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The Company
will authorize the issuance of a 100% Premium Secured Convertible
Note (hereinafter called "Note") in the aggregate principal amount
of $925,000 (nine-hundred and twenty-five thousand US
Dollars) to be dated JUNE 30, 2009 and to mature on JUNE
30, 2010, bearing interest on the unpaid principal thereof at the
rate of 8% per annum until maturity, payable on JUNE 30,
2010.
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For the
purposes of calculating interest for any period for which the
interest shall be payable, such interest shall be calculated on the
basis of a 30 day month and a 365 day year. The Company will
promptly and punctually pay to Note Holder or its nominee the
interest on the Note held by Note Holder without presentment of the
Note. In the event the Company defaults on any installment of
interest or principal, then the Holder of the Note may, at his
option, without notice, declare the entire principal and the
interest accrued thereon immediately due and payable and may
proceed to enforce the collection thereof.
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The Company
will also authorize the issuance of 23,125,000 shares of its common
stock (hereinafter called "The Stock") and will authorize the
issuance of and reserve for such purchase such a number of
additional shares of common stock (hereinafter called the
"Conversion Stock") as may from time to time be the maximum number
required for issuance upon conversion of the Notes pursuant to the
conversion privileges hereinafter stated.
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SALE AND
PURCHASE OF NOTES AND STOCK
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The Company
will sell the Note to the Note Holder, who agrees to have purchased
the principal amount of the Note, subject to the terms and
conditions hereof and in reliance upon the representations and
warranties of the Company contained herein.
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REPRESENTATIONS AND WARRANTIES BY THE
COMPANY
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Company is a
corporation duly organized and existing in good standing under the
laws of the State of NEVADA has the corporate power to own its own
property and to carry on in the business as it is now being
conducted.
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There is no
action or proceeding pending or, to the knowledge of the Company,
threatened against the Company before any court or administrative
agency, the determination of which might result in any material
adverse change in the business of the Company.
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The Company has
title to the respective assets including the assets reflected on
the financial statements for the period ending MARCH 31, 2009 and
which assets are subject to no liens, mortgages, encumbrances or
charges.
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The Company is
not a party to any contract or agreement or subject to any
restriction which materially and adversely affects its business,
property or assets, or financial condition, and neither the
execution nor delivery of this Agreement, nor the confirmation of
the transactions contemplated herein, nor the fulfillment of the
terms hereof, nor the compliance with the terms and provisions
hereof and of the Note, will conflict with or result in the breach
of the terms, conditions or provisions or constitute a default,
under the Articles of Incorporation or Code of Regulations of the
Company or of any Agreement or instrument to which the Company is
now a party.
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The Company has
not declared, set aside, paid or made any dividend or other
distributions with respect to its capital stock and has not made or
caused to be made directly or indirectly, any payment or other
distribution of any nature whatsoever to any of the holders of its
capital stock except for regular salary payments for services
rendered and the reimbursement of business expenses.
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Convertible
Note Agreement
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Page 2 of 6
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The Company
owns or possesses adequate licenses or other rights to use, all
patents, trademarks, trade names, trade secrets, and copyrights
used in its business. No one has asserted to the Company that its
operations infringe on the patents, trademarks, trade secrets or
other rights utilized in the operation of its business.
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REPRESENTATIONS AND WARRANTIES BY THE NOTE
HOLDERS
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The Note Holder
represent and warrant that:
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