PROMISSORY
NOTE (the “Note”)
| USD
$ 46,505.00 |
May
31, 2018 |
FOR VALUE
RECEIVED, PREAXIA HEALTH CARE PAYMENT SYSTEMS INC (the “Promisor”) acknowledges itself to be indebted to
and does unconditionally promise to pay to the order of 1378655 Alberta Ltd. (the “Holder”), at such
place as the Holder may designate, in lawful money of the United States of America, the principal amount of FORTY SIX THOUSAND,
FIVE HUNDRED AND FIVE DOLLARS (USD $46,505.00) with no interest payable thereon.
| 1. | Interest. The principal amount
of this Note outstanding from time to time shall not bear interest at anytime. |
| 2. | Maturity Date. The principal amount
of this Note shall be due and payable within thirty (30) days following the date when
the Holder gives notice and demands repayment of the Note. |
| 3. | Events of Default. The occurrence
of any one of the following events shall constitute an event of default (each, an “Event
of Default”): |
| (a) | any failure by the Promisor to perform
or comply with any of the covenants contained in this Note; |
| (A) | is adjudged or declared bankrupt; |
| (B) | makes an assignment for the general
benefit of its creditors or institutes any proceeding or takes any action seeking to
adjudicate it a bankrupt or petitions or applies to any court or other authority having
jurisdiction for the appointment of a receiver, custodian, interim receiver, liquidator,
trustee or similar person (a “Representative”) for it or makes a proposal
or files a notice of intention to make a proposal with respect to itself or commences
any proceedings for the restructuring of its debts under any domestic or foreign law
relating to bankruptcy, insolvency, reorganization, compromise of debts or other laws; |
| (C) | suffers the appointment of any Representative
for itself or any of its property; or |
| (c) | if any Promisor denies or takes any
action to challenge the validity, legality, binding nature or enforceability of the terms
of this Note, or if any court of competent jurisdiction grants a final order invalidating
or |
declaring unenforceable
any of the terms of this Note by an order which is not or ceases to be subject to further appeal or from which an appeal has not
been taken within the applicable time limits.
| 4. | Remedies. Upon the occurrence
of an Event of Default, the Holder may declare the principal amount then outstanding
and all fees and other amounts owing hereunder to be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Promisor, and it is expressly understood and agreed that the rights and
remedies of the Holder under this Note are cumulative and are in addition to and not
in substitution for any other rights and remedies provided by law. |
| 5. | Payment Application. Each payment
hereunder shall be applied first towards unpaid fees (if any) and then towards principal.
Each payment to the Holder under this Note shall be paid at such place as the Holder
may from time to time direct. |
| 6. | Prepayment and Reserved Conversion.
The Promisor shall be entitled to prepay all or any part of the indebtedness evidenced
by this Note, without notice, bonus or penalty, provided that the Holder has reserved
the right and option to convert the Note in accordance with Paragraph 3. |
| 7. | Security. The Note is unsecured. |
| 8. | Enforcement. All reasonable costs
and expenses incurred and paid by the Holder in connection with the enforcement of this
Note shall be for the account of the Promisor and shall bear interest from the date of
demand of such costs and expenses at the rate of 10% per annum. |
| 9. | Enurement. This Note shall be
binding upon and enure to the benefit of the Promisor and the Holder and their respective
successors and assigns. |
| 10. | Waiver, Etc. The Promisor hereby
waives presentment, notice of dishonour, protest and notice of protest. No failure or
delay by the Holder in exercising any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right exclude further exercise thereof
or the exercise of any other right. |
| 11. | Governing Law. This Note shall
be governed by and construed in accordance with the laws of the Province of Alberta and
the laws of Canada applicable therein. |
DATED
this 31st day of MAY, 2018.
| |
PREAXIA
HEALTH CARE PAYMENT SYSTEMS INC.
|
| |
By: |
/s/ Tom Zapatinas |
| |
|
Name: Tom Zapatinas |
| |
|
Title: President
I have authority
to bind the Corporation. |
