Contract
Ref.
No. 0049
Exhibit
10.19
THIS NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
U.S. SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SUCH ACT.
(Formerly
Asia Payment Systems, Inc.)
SEPTEMBER
19, 2008 US$88,718.16
Cardtrend International Inc., a Nevada
company (the “Company”),
for value of US$88,718.16 received on
September 19, 2008 (the “Effective
Date”), promises to pay to the order of Xx Xxxx
Xxx (Mr.), a
citizen of Malaysia with Malaysian Identify Card no.
500916-10-5613 and resident at 0 Xxxxxxxxx Xxxxxxxxx Xxxxx,
Xxxxxxxxx Xxxxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx, (the “Holder”),
the sum of US$88,718.16,
plus simple interest thereon from the date hereof until paid, at an annual
interest rate, calculated from the Effective Date to the date the loan is
converted or repaid, whichever is applicable, on the basis of a 360 day year,
equal to ten percent (10%). The principal hereof, and the interest
thereon, shall be payable at the principal office of the Company upon a notice
of demand of repayment given by Xxxxxx in writing after the expiration of six
(6) months from the Effective Date or on the expiration of 12 months from the
Effective Date, whichever is earlier (hereinafter referred to as the “Repayment
Date”) except that no payment shall be required to the extent that such
principal and interest, in full or parts thereof, is converted into equity
securities of the Company at the option of the Holder pursuant to the terms
hereof. This Note shall be effective from the Effect Date.
The following is a statement of the
rights of Xxxxxx and the conditions to which this Note is subject, and to which
Holder, by the acceptance of this Note, agrees:
1.
Definitions. As
used in this Note, the following terms, unless the context otherwise requires,
have the following meanings:
1.1
“Company”
shall mean Cardtrend International Inc (formerly Asia Payment Systems, Inc.), a
Nevada corporation and shall include any corporation, partnership, limited
liability company or other entity that shall succeed to or assume the
obligations of the Company under this Note.
1.2 “Holder”
shall mean any person who shall at the time be the registered holder of this
Note.
CDTR
CL 0049 – Xx Xxxx Kau
2. Conversion of
this Note by Xxxxxx. At the option of
Holder and at any time during the term of this Note, the outstanding principal
hereof and all accrued but unpaid interest thereon (the “Debt”)
shall be convertible into the Company’s Common Stock, par value US$0.001 (the
“Common
Stock”). This Note shall be cancelled on the date of conversion by
Xxxxxx, and the Debt shall be converted into Common Stock at a price per share
of US$0.005 or the average closing bid price of the Company’s common stock five
(5) days preceding the day of conversion, whichever is lower. Upon conversion,
Xxxxxx shall surrender this Note for conversion at the principal office of the
Company. The accrued interest on the principal converted shall also
be converted into the Common Stock at the same price stated in this Section
2. Xxxxxx agrees to execute all necessary documents in connection
with the conversion of this Note
3. Issuance of Stock
on Conversion. As soon as practicable after conversion of this
Note pursuant to Section 2 hereof, but it shall not be more than thirty (30)
business days from the date of such conversion, the Company at its expense will
cause to be issued in the name of and delivered to Holder, a certificate or
certificates for the number of shares of securities to which Holder shall be
entitled on such conversion (bearing such legends as may be required by
applicable foreign or U.S. state and federal securities laws in the opinion of
legal counsel for the Company), together with any other securities and property,
if any, to which Xxxxxx is entitled on such conversion under the terms of this
Note.
4. Defaults; Return
of this Note by Xxxxxx. Holder may declare the entire unpaid
principal and accrued interest on this Note immediately due and payable, by a
notice in writing to the Company if any of the following events shall
occur:
4.1 Failure
of the Company to have authorized the number of shares of Common Stock issuable
within thirty (30) days upon conversion of this Note and to register such shares
as required in the Registration Rights Agreement, if such default continues for
twenty (20) business days after receipt of notice hereof.
4.2
The
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by either of them to institution of bankruptcy or
insolvency proceedings against it under the U.S. Bankruptcy Act, or any other
applicable foreign, U.S. federal or state law, or the consent by either of them
to, or acquiescence in, the filing of any such petition or the appointment of a
receiver, liquidator, assignee, trustee, or other similar official, of either of
them, or of any substantial part of either of their property, or the making by
either of them of an assignment for the benefit of creditors, or the admission
by either of them in writing of its inability to pay its debts generally as they
become due.
5. Representations
and Acknowledgments of Holder. Holder hereby represents,
warrants, acknowledges and agrees that:
5.1 Investment. The
Holder is acquiring this Note and the securities issuable upon conversion of
this Note (together, the “Securities”)
for the Holder’s own account, and not directly or indirectly for the account of
any other person. Holder is acquiring the Securities for investment
and not with a view to distribution or resale thereof except in compliance with
the U.S. Securities Act of 1933 (the “Act”) and
any applicable state law regulating securities.
CDTR
CL 0049 – Xx Xxxx Kau
5.2 Access to
Information. Xxxxxx has had the opportunity to ask questions
of, and to receive answers from, appropriate executive officers of the Company
with respect to the terms and conditions of the transactions contemplated hereby
and with respect to the business, affairs, financial condition and results of
operations of the Company.
5.3 Unregistered
Securities.
(a) Holder
must bear the economic risk of investment for an indefinite period of time
because the Securities have not been registered under the Act and therefore
cannot and will not be sold unless they are subsequently registered under the
Act or an exemption from such registration is available. The Company
has made no agreements, covenants or undertakings whatsoever to register the
Securities under the Act other than pursuant to an investor rights
agreement. The Company has made no representations, warranties or
covenants whatsoever as to whether any exemption from the Act, including,
without limitation, any exemption for limited sales in routine brokers’
transactions pursuant to Rule 144 under the Act, will become available and any
such exemption pursuant to Rule 144, if available at all, will not be available
unless: (i) a public trading market then exists in the Company’s common stock,
(ii) adequate information as to the Company’s financial and other affairs and
operations is then available to the public, and (iii) all other terms and
conditions of Rule 144 have been satisfied.
(b)
Transfer of the Securities has not been registered or qualified under any
applicable U.S. state law regulating securities and therefore the Securities
cannot and will not be sold unless they are subsequently registered or qualified
under any such act or an exemption therefrom is available. The
Company has made no agreements, covenants or undertakings whatsoever to register
or qualify the Securities under any such act. The Company has made no
representations, warranties or covenants whatsoever as to whether any exemption
from any such act will become available. The Holder, however, shall be entitled
to a piggy-back registration right for the shares that may be issued to the
Holders pursuant to this Note.
5.4 Accredited
Investor. Holder presently qualifies as an “accredited
investor” within the meaning of Regulation D of the rules and regulations
promulgated under the Act.
6. Miscellaneous.
6.1 Waiver and
Amendment. Any provision of this Note may be amended, waived
or modified only upon the written consent of the Company and
Holder.
6.2 Restrictions on
Transfer. This Note may only be transferred in compliance with
applicable Nevada and/or U.S. federal laws. All rights and
obligations of the Company and Holder shall be binding upon and benefit the
successors, assigns, heirs, and administrators of the parties.
6.3 Governing
Law. This Note shall be governed by the laws of the State of
Nevada, U.S.A., without regard to conflict of laws principles.
6.4 Fees. All
expenses incurred in connection with this Note, including attorneys’ fees, shall
be paid by the Company.
CDTR
CL 0049 – Xx Xxxx Kau
6.5 Prepayment. This
Note may be repaid by the Company at anytime before the expiration of this Note,
in full or parts thereof.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this NOTE on
this 19th day of September, 2008.
Xx Xxxx Xxx
(Mr.) Cardtrend
International, Inc.
XX XXXX
KAU CHOO JEE
SAM
Name: Xxxx Xxx Xxx
Director
Witnessed
by: Witnessed
by:
XX XXXX
XXXX
XXXX XX XXXX
Name: Xx
Xxxx
Syin Name: Xxxx
Xx Xxxx
CDTR
CL 0049 – Xx Xxxx Kau
