CONVERTIBLE DEMAND NOTE entered into Panama BETWEEN
Exhibit 10.2
CONVERTIBLE DEMAND NOTE
entered into Panama
BETWEEN
▇▇▇▇ MANAGEMENT S.A.,
corporation legally constituted, having its head office at suite 53rd URB,
Obarrio, Swiss Tower, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Panama, herein represented by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President of
the company, duly authorized as he so declares;
(the
“Lender”)
AND:
ECOLOCAP SOLUTIONS INC.,
corporation legally constituted under the State of Nevada Laws, having
its head office at ▇▇▇ ▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, herein
represented by Dr. Tri ▇▇ ▇▇▇▇▇▇, duly authorized as he so
declares;
(the
“Borrower”)
Make the
following declarations and covenants:
LOAN
1) The
Lender has agreed to advance to the Borrower during the year 2008, a total of
Four Hundred and Fifty One Thousand Dollars American ($451,000.00US) (the
“Loan”).
2) The
said Loan was granted as monetary advances;
3) The
Borrower recognises that the terms and conditions of the Loan are for the
exclusive benefit of the Lender, and the latter may renounce to it, in whole or
in part, at its sole discretion.
4)
If the Borrower defaults on any obligation whatsoever in favour of the
Lender and, if at the time of the default, the Lender has not yet paid out the
entire capital amount of the Loan, the Lender may, at its sole discretion and
without prior notice, temporarily delay or definitively cease to pay out any
other amount whatsoever to the Borrower, subject to its other rights and
recourses.
INTERESTS, TERM AND REIMBURSEMENT
5) The
interest rate for the Loan is 10% year, and the amount of accrued interest as of
June 30, 2009 is $39,490.28 USD, said interests being capitalized and is part of
the Loan.
6)
Interest shall be calculated monthly, from the first disbursement, on the
total capital amount advance, as well after as before maturity, default or
judgment, from the date of full payment. Such interest rate is
determined upon the basis of a three hundred and sixty-five (365) day year, the
Lender's usual practice.
7) The
Loan shall be reimbursable on demand (the “Loan Term”).
8) All
the payments required under the terms of the present Agreement that have not
been made on schedule shall be subject to the aforesaid interest rate from the
expiry date of all such payments and shall be payable on demand.
LOCATION
OF THE PAYMENT
9) Any
payment to the Lender must be made in American currency at the address of the
Lender or to any other location that the Lender may designate in
writing.
ASSIGNMENT OR TRANSFER
10) The Borrower
shall not assign, transfer, hypothec or otherwise dispose
of the rights it has or may have in relation to the Loan.
11) The
Lender is allowed to assign, transfer, hypothec or otherwise dispose of the
rights it has or may have in relation to the Loan.
TIME
12) Time
shall be of the essence of this Agreement and the agreement created by the
acceptance thereof.
ELECTION
OF DOMICILE
13) Any
notice given to the Borrower shall be sent at the last address provided in
writing to the Lender. If the Lender does not find the Borrower at
this address, the may serve or produce any notice or communication addressed to
him at the office of the Superior Court of the District of Montreal where the
Borrower has elected domicile.
CONVERSION
OF LOAN
14) In
the next 90 days the Lender, or any beneficiary of the present agreement, will
have the exclusive right to convert the Loan or a portion of the Loan in
restricted shares of Common Stock (the “Shares”) of the Borrower at a fix
price.
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15) The
Conversion will process following the reception by the Borrower of a notice of
Conversion as provided in schedule 14, send by the Lender at the last known
address of the Borrower (the “Conversion Event”).
16) The
price for the Shares of the Borrower is equal to the average market closing
price of the Shares of the Borrower during the last 30 days, minus a 10%
discount.
17) Upon
the Conversion Event, the Borrower shall take all necessary actions to convert
the Loan into Restricted Shares of Common Stock of the Borrower.
EFFECTIVE
18)
The present shall be effective as of its final execution by the
parties.
GOVERNING LAW
19) The
present, as well as the interpretation or construction thereof, the execution or
performance thereof, the application and validity thereof, as well as the
effects thereof, are subject to the applicable laws in force and in effect in
Panama, which govern all or part of the provisions hereof.
GENERAL
20) The
present hereby cancels all prior agreements between the parties relating to the
subject hereof.
THE
PARTIES HAVE SIGNED THE PRESENT AGREEMENT AS OF ___________________,
2009.
| For the Borrower | |||
| By: TRI ▇▇ ▇▇▇▇▇▇ | |||
| Dr. Tri ▇▇ ▇▇▇▇▇▇, Chief Executive officer | |||
| For the Lender | |||
| By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Representative of the Lender. | |||
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SCHEDULE
14
NOTICE OF
CONVERSION
The
undersigned hereby irrevocably elects, as of ______________, 200_
to
convert $__________ of Convertible Loan into Common Stock of EcoloCap Solutions
Inc. (the "Company") according to the conditions set forth in the Memorandum of
Convertible Loan Agreement dated _______________, and issued by the
Company.
Date of
Conversion________________________________________________
Applicable
Conversion Price________________________________________
Number of
Shares Issuable upon this conversion_______________________
Name
(Print) ______________________________________________________
Address__________________________________________________________
_________________________________________________________________
Phone______________________ Fax_________________________________
By:
_______________________________
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