Attached files
| file | filename |
|---|---|
| 8-K - Trans-Pacific Aerospace Company, Inc. | v173022_8k.htm |
| EX-10.3 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-3.htm |
| EX-99.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex99-1.htm |
| EX-10.5 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-5.htm |
| EX-16.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex16-1.htm |
| EX-10.6 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-6.htm |
| EX-10.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-1.htm |
| EX-10.2 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-2.htm |
THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, DOES NOT REQUIRE REGISTRATION UNDER THE
ACT.
CONVERTIBLE
PROMISSORY NOTE
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$260,000
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February
1, 2010
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San
Juan Capistrano, California
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For Value
Received, Pinnacle
Energy Corp., a Nevada corporation (“Issuer”), hereby promises to pay to
the order of Santa Anita Co., LLC, a California limited liability company, or
its assigns (“Holder”), in lawful money of the United States of America and in
immediately available funds, the principal sum of Two Hundred Sixty Thousand
Dollars ($260,000), due and payable on the dates and in the manner set forth
below.
This
Convertible Promissory Note (this “Note”) is being issued in exchange for that
certain Promissory Note, dated March 12, 2009, issued by Harbin Aerospace, LLC,
which is hereby being surrendered by Holder to Issuer and
cancelled.
1. Interest
Rate. No interest will be payable or accrue on the outstanding
principal amount of this Note.
2. Place of
Payments. All amounts payable under this Note shall be payable
to Holder at 2468 Huntington Drive, San Marino, CA 91108, unless
another place of payment shall be specified in writing by Holder to
Issuer.
3. Maturity. The
entire outstanding principal amount and all unpaid accrued interest shall become
fully due and payable on March 12, 2011 (the “Maturity Date”).
4. Conversion
Option.
(a) Exercise. At the option of
Holder, exercisable by written notice from Holder to Issuer at any time on or
before the Maturity Date (the “Conversion Notice”), this Note may be converted,
in whole but not in part, by Holder into a number of shares of common stock of
Issuer (the “Conversion Shares”) equal to (x) the outstanding principal amount
of the Note, divided by (y) $0.25 (the “Conversion Price”).
(b) Adjustment to Conversion
Price. In case at any time, or from time to time, the Issuer
shall: (i) take a record of the holders of its common stock for the purpose of
entitling them to receive a dividend payable in, or other distribution of,
common stock; (ii) subdivide its outstanding shares of common stock into a
larger number of shares of common stock; (iii) combine its outstanding shares of
common stock into a smaller number of shares of common stock; or (iv) issue by
reclassification or recapitalization of its common stock any other class or
series of shares of the Issuer, then the Conversion Price in effect at the time
of the record date for such dividend or distribution or of the effective date of
such subdivision, combination or reclassification shall be proportionately
adjusted so that the Holder shall be entitled to receive the number and kind of
shares which the Holder would have owned or have been entitled to receive had
the Note been converted immediately prior to such time. Such
adjustment shall be made each time any event listed above shall
occur.
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(c) Merger. In
case the Issuer shall merge with or consolidate into another entity, or shall
sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another entity and, pursuant to the terms of such merger,
consolidation or disposition of assets, shares of common stock or other
securities, property or assets of the successor or acquiring entity or an
affiliate thereof or cash are to be received by or distributed to the holders of
common stock of the Issuer, then Holder shall have the right thereafter to
receive, upon conversion of the Note, the number of shares of common stock or
other securities, property or assets of the successor or acquiring entity or
affiliate thereof or cash receivable upon or as a result of such merger,
consolidation or disposition of assets by a holder of the number of shares of
common stock determined by the Conversion Price immediately prior to such
event. The foregoing provisions shall similarly apply to successive
mergers, consolidations or dispositions of assets.
(d) Certificates. As
promptly as practicable following the delivery of the Conversion Notice, the
Issuer shall issue and deliver to Holder a certificate or certificates for the
number of shares of common stock to which Holder is entitled.
(e) Common Stock
Reserve. The Issuer shall at all times reserve and keep
available out of its authorized but unissued shares of common stock, solely for
the purpose of effecting the conversion of this Note, the full number of shares
of common stock then deliverable upon the conversion of this
Note. All shares of common stock which shall be so issuable shall,
when issued upon conversion, be duly and validly issued and fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
(f) Notice of
Adjustment. Whenever the Conversion Price shall be adjusted
pursuant to this Section 4, the Issuer shall promptly obtain a certificate
signed by the Chief Financial Officer of the Issuer, setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated and specifying the re-calculated Conversion
Price. The Issuer shall promptly cause a signed copy of such
certificate to be delivered to Holder.
5. Default. Each
of the following events shall be an “Event of Default” hereunder:
(a) Issuer
fails to pay timely any of the principal amount due under this Note on the date
the same becomes due and payable;
(b) Issuer
fails to observe or perform any other covenant or agreement contained in this
Note (other than those covered by clause (a) above) and fails to cure the same
within twenty (20) days after written notice thereof has been given to Issuer by
any Holder;
(c) Issuer
files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating to,
debtors, now or hereafter in effect, or makes any assignment for the benefit of
creditors or takes any corporate action in furtherance of any of the foregoing;
or
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(d) An
involuntary petition is filed against Issuer (unless such petition is dismissed
or discharged within sixty (60) days) under any bankruptcy statute now or
hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit
of creditors (or other similar official) is appointed to take possession,
custody or control of any property of Issuer.
Upon the
occurrence of an Event of Default hereunder, Holder may exercise any right or
remedy available at law or in equity, including, without limitation: (i) declare
all unpaid principal, accrued interest and other amounts owing hereunder to be
immediately due, payable and collectible by Holder pursuant to applicable law;
(ii) exercise the conversion option set forth in Section 4 above; or (iii)
obtain specific performance.
6. Prepayment. Issuer
may prepay this Note, in whole of in part, at any time prior to the Maturity
Date without penalty.
7. Waiver. Issuer waives
presentment and demand for payment, notice of dishonor, protest and notice of
protest of this Note, and, in the event of the occurrence of an Event of Default
hereunder, shall pay all costs of collection when incurred, including, without
limitation, reasonable attorneys’ fees, costs and other expenses.
8. Governing
Law. This Note shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Cailfornia, excluding conflict of laws principles that would cause the
application of laws of any other jurisdiction.
9. Successors
and Assigns. The provisions of this Note shall inure to the
benefit of and be binding on any successor to Issuer and shall extend to any
holder hereof.
10.
Amendment
and Waiver. Any term of this Note may only be amended or
waived with the written consent of the Issuer and Holder.
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Pinnacle
energy Corp.
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By:
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Title:
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Acknowledged
and agreed by:
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Santa
Anita Co., LLC
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By:
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Title:
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