Attached files
Exhibit 10.2
THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED UNLESS SUCH SALE, TRANSFER OR ASSIGNMENT IS COVERED BY
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR SATISFIES THE
REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR IS
EFFECTED PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM SUCH REGISTRATION.
U.S. LITHIUM CORP.
UNSECURED CONVERTIBLE PROMISSORY NOTE
$15,000 November 7, 2016
U.S. Lithium Corp., a Nevada corporation (the "COMPANY"), for value
received, promises to pay to the order of Robert Seeley, or its permitted
assigns (the "HOLDER"), the principal sum of Fifteen Thousand Dollars ($15,000)
plus simple interest at the rate of ten percent (10.0%) per annum, or such
lesser rate of interest as may be required by applicable laws regulating the
legal rate of interest, from the date of this Note until fully-paid, or until
converted pursuant to Section 5 hereof.
1. MATURITY. This Note shall mature automatically and the entire
outstanding principal amount, together with all interest accrued under this
Note, shall become due and payable on the date that is one (1) year from the
date of issuance ("MATURITY DATE"), unless this Note, before such date, is
converted into shares of capital stock of the Company at the election of the
Holder pursuant to Section 5 hereof.
2. PAYMENT OF PRINCIPAL AND INTEREST. Payments of principal and any accrued
interest are to be made on or before the Maturity Date. All payments are to be
made at the address of Holder set forth under Section 9(h) of this Note or at
such other place in the United States as Holder designates to the Company in
writing. Interest under this Note shall be computed on the basis of a 360-day
year and 30 day month.
3. PREPAYMENT. Subject to the Company's right to convert pursuant to
Section 5, this Note may be prepaid in whole or in part at any time, without
penalty. Any prepayment shall be first applied against any accrued and unpaid
interest and then to reduce the amount of principal due under this Note.
4. WAIVER OF PRESENTMENT. The Company hereby expressly waives demand and
presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, bringing of
suit and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereunder, regardless of and without any notice, diligence, act or
omission as or with respect to the collection of any amount called for
hereunder.
5. CONVERSION OF NOTE.
(a) Conversion into Stock. At the option of the Holder, at any time, the
outstanding principal amount of this Note and any accrued interest may be
converted, in whole or in part, into fully-paid and non-assessable restricted
shares of common stock at the Conversion Price (as defined herein). The number
of such shares of common stock that Holder shall be entitled to receive, and
shall receive, upon such conversion shall be determined by dividing the amount
of principal and interest under this Note being so converted by the Conversion
Price (as defined herein). The election of the Holder to convert shall be
irrevocable and the date the Company elects to convert shall be the "CONVERSION
DATE."
(b) Conversion Price. Subject to adjustment as provided below, the
"CONVERSION PRICE" shall equal $0.019 per share.
(c) Stock Certificates. Upon conversion into common stock, the Company
shall issue and deliver to Holder, or to Holder's nominee or nominees, a
certificate or certificates representing the number of restricted shares of
common stock to which Holder shall be entitled as a result of conversion as
provided herein. The certificate shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION, AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND STATE SECURITIES LAWS
IS AVAILABLE."
(d) Adjustment for Stock Splits and Combinations. If the Company, at any
time while this Note is outstanding: (A) pays a stock dividend or otherwise
makes a distribution or distributions in shares of its common stock or any other
equity or equity equivalent securities payable in shares of common stock, (B)
subdivides outstanding shares of common stock into a larger number of shares,
(C) combines (including by way of reverse stock split) outstanding shares of
common stock into a smaller number of shares, or (D) issues by reclassification
of shares of the common stock any shares of capital stock of the Company, then
the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of common stock (excluding treasury shares, if
any) outstanding before such event and of which the denominator shall be the
number of shares of common stock outstanding after such event. Any adjustment
made pursuant to this section shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re classification.
6. NO RIGHTS AS STOCKHOLDER. This Note does not entitle Holder to voting
rights or any other right as a shareholder of the Company before the conversion
hereof.
7. LOSS, THEFT OR DESTRUCTION OF NOTE. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft or
destruction of this Note and of indemnity or security reasonably satisfactory to
the Company, the Company shall make and deliver a new Note that shall carry the
same rights to interest (unpaid and to accrue) carried by this Note, stating
that such Note is issued in replacement of this Note, making reference to the
original date of issuance of this Note (and any successor hereto) and dated as
of such cancellation, in lieu of this Note.
8. SEVERABILITY. Every provision of this Note is intended to be severable.
If any term or provision hereof is declared by a court of competent jurisdiction
to be illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof,
which terms and provisions shall remain binding and enforceable.
9. MISCELLANEOUS.
(a) No Fractional Units or Scrip. No fractional shares or scrip
representing fractional units shall be issued upon the conversion of this Note.
In lieu of any fractional shares to which Holder otherwise would be entitled,
the Company shall round up to the nearest whole share.
(b) Governing Law. This Note shall constitute a contract under the laws of
the State of Nevada and for all purposes shall be construed in accordance with
and governed by the laws of the State of Nevada, without regard to the conflicts
of laws provisions thereof.
(c) Compliance With Usury Laws. The Company and Holder intend to comply
with all applicable usury laws. In fulfilling this intention, all agreements
between the Company and Holder are expressly limited so that the amount of
interest paid or agreed to be paid to Holder for the use, forbearance, or
detention of money under this Note shall not exceed the maximum amount
permissible under applicable law.
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If for any reason payment of any amount required under this Note shall be
prohibited by law, then the obligation shall be reduced to the maximum allowable
by law. If for any reason Holder receives as interest an amount that would
exceed the highest lawful rate, then the amount which would constitute excessive
interest shall be applied to the reduction of the principal of this Note and not
to the payment of interest. If any conflict arises between this provision and
any provision of any other agreement between the Company and Holder, then this
provision shall control.
(d) Legal Representation. Holder agrees and represents that such party has
been represented by such party's own legal counsel with regard to all aspects of
this Note, or if such party is acting without legal counsel, that such party has
had adequate opportunity and has been encouraged to seek the advice of such
party's own legal counsel prior to the execution of this Agreement.
(e) Jurisdiction. Any action whatsoever brought upon or relating to this
Note shall be instituted and prosecuted in the state courts located in Clark
County, Nevada, or the federal district court therefore, and each party waives
the right to change the venue. The parties hereto further consent to accept
service of process in any such action or proceeding by certified mail, return
receipt requested.
(f) Restrictions. Holder acknowledges that all shares of common stock
acquired upon the conversion of this Note shall be subject to restrictions on
resale imposed by state and federal securities laws.
(g) Assignment. Subject to restrictions on resale imposed by state and
federal securities laws, Holder may assign this Note or any of the rights,
interests or obligations hereunder, by operation of law or otherwise, in whole
or in part, to any person or entity so long as such assignee agrees to be bound
by the terms and conditions of the Agreement (including the representations and
warranties of the Holder therein). Effective upon any such assignment, the
person or entity to whom such rights, interests and obligations are assigned
shall have and exercise all of Holder's rights, interests and obligations
hereunder as if such person or entity were the original Holder of this Note.
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(h) Notices. Any notice, request or other communication required or
permitted hereunder shall be given upon personal delivery, overnight courier or
upon the fifth (5th) day following mailing by registered mail (or certified
first class mail if both the addresser and addressee are located in the United
States), postage prepaid and addressed to the parties hereto as follows:
To the Company: U.S. Lithium Corp.
2360 Corporate Circle, Suite 4000
Henderson, NV 89074-7722
Attention: Gregory Rotelli
To Holder: EPS D-2016
PO Box 025648
Miami, FL 33102-5648
Attn: Robert Seeley
IN WITNESS WHEREOF, U.S. Lithium Corp. has caused this Unsecured
Convertible Promissory Note to be executed by its officer thereunto duly
authorized.
THE COMPANY
U.S. LITHIUM CORP.
a Nevada corporation
/s/ Gregory Rotelli
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By: Gregory Rotelli
Its: Chief Executive Officer
Accepted and Agreed to: ROBERT SEELEY
/s/ Robert Seeley
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