EXHIBIT 10.10
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AUSTRALIAN OIL & GAS CORPORATION
with
GREAT MISSENDEN HOLDINGS PTY LTD
________________________________________________________________________________
SERIES III
NOTE CERTIFICATE
for the
ISSUE OF 31 DECEMBER 2012
CONVERTIBLE UNSECURED NOTES
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
AUSTRALIAN OIL & GAS CORPORATION
(incorporated in the State of Delaware USA)
2480 North Tolemac Way
Prescott
Arizona 86305
USA
SERIES III
31 DECEMBER 2012
CONVERTIBLE UNSECURED NOTES OF $1,000.00
NOTE
CERTIFICATE
Issue by AUSTRALIAN OIL & GAS CORPORATION ("the Company") of
DECEMBER 31 2011
CONVERTIBLE UNSECURED NOTES of a nominal value of $1,000 repayable
in full on 31
December 2012 ("Notes") each carrying interest at the rate of
twelve per cent
per annum calculated and payable quarterly on the first day of
March, June,
September and December in each year.
Date of Issue: [ ] Number of $1,000
Notes: [ ] Serial Number:
[03/ ]
________________________________________________________________________________
THIS IS TO CERTIFY that GREAT MISSENDEN HOLDINGS PTY LTD of Level
21, 500
Collins Street, Melbourne Victoria, Australia ("the Noteholder") is
the
registered holder of the above number of December 31, 2012
Convertible Unsecured
Notes of $1,000 each created by resolution of the Board of
Directors of the
Company subject to and with the benefit of the provisions of this
Note
Certificate and the Schedule attached hereto made between the
Company of the
first part and the Noteholder and which may, at the election of the
Noteholder,
if not previously redeemed by the Company, be converted at any time
on or before
the thirty first day of December 2011 by the allotment of 12,000
fully-paid
shares of Common stock in the Company for each Note of $1,000 then
held.
Dated
this
day
of
2009
Signed for and on behalf
of
)
AUSTRALIAN OIL & GAS
CORPORATION
)
by authority of the Board of Directors
)
and in the presence
of:
)
-----------------------------------
President
-----------------------------------
Vice President
<PAGE>
THE SCHEDULE
CONDITIONS APPLYING TO 31 DECEMBER 2012 CONVERTIBLE
UNSECURED NOTES
The Notes are issued in the currency of the United States of
America and are
held subject to this Note Certificate, including the following
conditions, which
shall be binding on the Company and upon the Noteholder and upon
all persons
claiming through them respectively.
1. Certificate - The Noteholder shall be entitled to
one or more Note
Certificates in reasonable denominations
under the authority of the Company
stating the number and amount of Notes
held, the conditions of repayment,
the payment of interest and stating that
the same is issued subject to and
with the benefit of the provisions set out
in this Schedule.
2. Ranking pari passu - The Notes and all other issued
and outstanding
unsecured notes rank pari passu as between
themselves for payment of
principal and interest.
3. Repayment - Subject to any earlier Redemption or
Conversion, the Notes
comprised in this Certificate are to be
repaid by the Company on the 31 day
of December 2012 or (subject to the
Noteholder waiving any breach by the
Company or any subsidiary of any
condition) are to be repaid in cash on
such earlier date as any of the following
events occur namely:
(a) If the Company makes default in
the payment of any interest on the
notes and
such default continues for fourteen (14) days.
(b) If an order is made or
resolution is passed for the winding up of the
Company or
of any subsidiary, otherwise than for the purpose of
reconstruction or amalgamation.
(c) If an encumbrancer takes
possession or if a receiver of the
undertaking
of the Company or any subsidiary or any part thereof is
appointed.
(d) If any distress or execution in
respect of an amount exceeding (US)$1
million is
levied or enforced upon or against any of the assets or
property of
the Company or any subsidiary.
(e) If the Company or any subsidiary
enters into any arrangement or
composition
with its creditors.
(f) If the Company or any subsidiary
makes default in the performance or
observance
of any condition contained in this Schedule and such
default is
not remedied or waived within fourteen (14) days after the
receipt of
notice from the Noteholder specifying and requiring the
Company to
remedy such default.
<PAGE>
4. Interest - Interest will be calculated and paid
quarterly on the last days
of March, June, September and December at
the rate of twelve per cent (12%)
per annum until the Notes are redeemed,
converted or repaid but interest
shall cease to be payabl
