US $15,000,000 CONVERTIBLE NOTES Due December 31, 2008 CONVERTIBLE NOTE PURCHASE AGREEMENT DATED FEBRUARY 12, 2008Convertible Note Purchase Agreement • May 15th, 2009 • China Tel Group Inc • Radiotelephone communications • California
Contract Type FiledMay 15th, 2009 Company Industry JurisdictionNEITHER THE NOTE DESCRIBED HEREIN NOR THE SHARES OF COMMON STOCK THAT MAY BE ISSUED UPON CONVERSION THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SUCH SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.
CHINA TEL GROUP, Inc. US $45,000,000 CONVERTIBLE NOTES Due December 31, 2009 AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT DATED NOVEMBER 17, 2008Convertible Note Purchase Agreement • May 15th, 2009 • China Tel Group Inc • Radiotelephone communications • California
Contract Type FiledMay 15th, 2009 Company Industry JurisdictionTHIS AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”), is entered into on the date forth below, to be effective as of November 17, 2008 (the “Effective Date”), by and among China Tel Group, Inc., a Nevada corporation formerly known as Mortlock Ventures, Inc. (the “Company”), and the undersigned as “Purchaser”.