EXHIBIT 10.1

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

 

TECHNOLOGIES SCAN CORP.  

CONVERTIBLE PROMISSORY NOTE

WHEREAS on June 16, 2010, Serge Bolduc as representative of 9185-5643 Quebec Inc. ("9185-5643 Quebec") tendered a check in the amount of $21,000.00 payable to Infoscan Corp., now known as Technologies Scan Corp., a Nevada corporation (the "Corporation"), drawn on The Bank of New York (Delaware) for working capital purposes;

WHEREAS the parties verbally agreed that the principal loaned would be interest free, payable upon demand by 9185-5643 Quebec and 9185-5643 Quebec had the right in its sole discretion to convert the principal due and owing into shares of the Company's common stock at a conversion price equal to par value ($0.001);

WHEREAS the financial statements of the Company for the quarter ended June 30, 2010 evidenced the loan made as of June 16, 2010;  

WHEREAS the parties entered into that certain written amendment to promissory note dated December 12, 2013 pursuant to which amendment confirmed the verbal agreement and the conversion terms and that any such conversion must be completed by March 31, 2014 (the "Amendment");

WHEREAS the parties desire for this convertible promissory note to evidence their entire agreement concerning the loan of funds by 9185-5643 and terms of loan, including the conversion terms.

THEREFORE the parties that the terms and provisions below set forth their agreement.

1.   Principal and Interest .

1.1  The Company, for value received, hereby promises to pay to the order of 9185-5643 Quebec the sum of Twenty-One Thousand Dollars ($21,000.00), which amount is reflected on the Company’s financial statements, at the time and in the manner hereinafter provided.

 

1.2 This Convertible Promissory Note (the "Note") shall not bear any interest from the date of issuance of this Note. This Note shall be payable upon demand ("Demand Date"). Commencing on the Demand Date, all principal hereunder shall be payable by the Company upon demand made by the Investor.  

1.3 Upon payment in full of the principal hereof, this Note shall be surrendered to the Company for cancellation.

1.4 The principal of this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the 9185-5643 Quebec hereof as such 9185-5643 Quebec shall from time to time designate.

 

2. Attorney's Fees . If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

3.   Conversion .

3.1 Voluntary Conversion . The 9185-5643 Quebec shall have the right until March 31, 2014, exercisable in whole or in part, to convert the outstanding principal hereunder into a number of fully paid and nonassessable whole shares of the Company's common stock ("Common Stock") determined in accordance with Section 3.2 below.

3.2 Shares Issuable . The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.001 (the “Note Conversion Price”).

3.3 Notice and Conversion Procedures . After receipt of demand for repayment, the Company agrees to give the 9185-5643 Quebec notice at least five (5) business days prior to the time that the Company repays this Note. If the 9185-5643 Quebec elects to convert this Note, the 9185-5643 Quebec shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the 9185-5643 Quebec certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.

3.4 Other Conversion Provisions .

 

(a) Adjustment of Note Conversion Price . In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective.  In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.

 

(b) Common Stock Defined . Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock” shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.

 

(c)  Non-Affiliate Status.   The debt shall be convertible at a price of $0.001 per share in accordance with the above provisions; however, no such conversion shall result in 9185-5643 Quebec holding in excess 9.99% of the total issued and outstanding shares of common stock of the Company at any time.

3.5 No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the 9185-5643 Quebec upon the conversion of this Note, the Company shall pay to the 9185-5643 Quebec the amount of outstanding principal hereunder that is not so converted.

 

4. Representations, Warranties and Covenants of the Company . The Company represents, warrants and covenants with the 9185-5643 Quebec as follows:

(a) Authorization; Enforceability . All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Governmental Consents . No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.

(c) No Violation . The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

 

5. Representations and Covenants of 9185-5643 Quebec . The Company has entered into this Note in reliance upon the following representations and covenants of 9185-5643 Quebec:

(a) Investment Purpose . This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the 9185-5643 Quebec has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue . The 9185-5643 Quebec understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.

(c) Financial Risk . The 9185-5643 Quebec has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration . The 9185-5643 Quebec understands that the Company is registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), and filed reports pursuant to Section 15(d) of the 1934 Act, however, if no registration statement covering the securities under the 1933 Act is in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. 9185-5643 Quebec also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

6. Assignment . Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the 9185-5643 Quebec shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

7. Waiver and Amendment . Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the 9185-5643 Quebec.

8. Transfer of This Note or Securities Issuable on Conversion Hereof . With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the 9185-5643 Quebec will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the 9185-5643 Quebec thereof within five (5) business days after receiving notice of the transfer, the 9185-5643 Quebec may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

9. Notices . Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid.

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

10. Governing Law . This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.

11. Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver by the Company . The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

13. Delays . No delay by the 9185-5643 Quebec in exercising any power or right hereunder shall operate as a waiver of any power or right.

14. Severability . If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

15. No Impairment . The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the 9185-5643 Quebec of this Note against impairment.

 

IN WITNESS WHEREOF, Technologies Scan Corp. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written, with acknowledgement that the effective date of the loan and terms thereof is of June 16, 2010.

 

 

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

TECHNOLOGIES SCAN CORP.

CONVERTIBLE PROMISSORY NOTE

 

 

WHEREAS on August 18, 2010, Elden Brochu ("Brochu") tendered a check in the amount of $10,500.00 payable to Infoscan Corp., now known as Technologies Scan Corp., a Nevada corporation (the "Corporation"), drawn on The Bank of New York (Delaware) for working capital purposes;

WHEREAS the parties verbally agreed that the principal loaned would be interest free, payable upon demand by Brochu and Brochu had the right in its sole discretion to convert the principal due and owing into shares of the Company's common stock at a conversion price equal to par value ($0.001);

WHEREAS the financial statements of the Company for the quarter ended September 30, 2010 evidenced the loan made as of August 18, 2010;

WHEREAS the parties entered into that certain written amendment to promissory note dated December 12, 2013 pursuant to which amendment confirmed the verbal agreement and the conversion terms and that any such conversion must be completed by March 31, 2014 (the "Amendment");

WHEREAS the parties desire for this convertible promissory note to evidence their entire agreement concerning the loan of funds by Brochu and terms of loan, including the conversion terms.

THEREFORE the parties that the terms and provisions below set forth their agreement.

1. Principal and Interest .

1.1 The Company, for value received, hereby promises to pay to the order of Brochu the sum of Ten Thousand Five Hundred Dollars ($10,500.00), which amount is reflected on the Company’s financial statements, at the time and in the manner hereinafter provided.

 

1.2 This Convertible Promissory Note (the "Note") shall not bear any interest from the date of issuance of this Note. This Note shall be payable upon demand ("Demand Date"). Commencing on the Demand Date, all principal hereunder shall be payable by the Company upon demand made by the Investor.

1.3 Upon payment in full of the principal hereof, this Note shall be surrendered to the Company for cancellation.

1.4 The principal of this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Brochu hereof as such Brochu shall from time to time designate.

2. Attorney's Fees . If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

3. Conversion .

3.1 Voluntary Conversion . The Brochu shall have the right until March 31, 2014, exercisable in whole or in part, to convert the outstanding principal hereunder into a number of fully paid and nonassessable whole shares of the Company's common stock ("Common Stock") determined in accordance with Section 3.2 below.

3.2 Shares Issuable . The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.001 (the “Note Conversion Price”).

3.3 Notice and Conversion Procedures . After receipt of demand for repayment, the Company agrees to give the Brochu notice at least five (5) business days prior to the time that the Company repays this Note. If the Brochu elects to convert this Note, the Brochu shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Brochu certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.

3.4 Other Conversion Provisions .

(a) Adjustment of Note Conversion Price . In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.

 

 

(b) Common Stock Defined . Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock” shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.

 

(c) Non-Affiliate Status. The debt shall be convertible at a price of $0.001 per share in accordance with the above provisions; however, no such conversion shall result in Brochu holding in excess 9.99% of the total issued and outstanding shares of common stock of the Company at any time.

3.5 No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Brochu upon the conversion of this Note, the Company shall pay to the Brochu the amount of outstanding principal hereunder that is not so converted.

4. Representations, Warranties and Covenants of the Company . The Company represents, warrants and covenants with the Brochu as follows:

(a) Authorization; Enforceability . All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Governmental Consents . No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.

(c) No Violation . The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

 

5. Representations and Covenants of Brochu . The Company has entered into this Note in reliance upon the following representations and covenants of Brochu:

(a) Investment Purpose . This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Brochu has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue . The Brochu understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.

(c) Financial Risk . The Brochu has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration . The Brochu understands that the Company is registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), and filed reports pursuant to Section 15(d) of the 1934 Act, however, if no registration statement covering the securities under the 1933 Act is in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. Brochu also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

6. Assignment . Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the Brochu shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7. Waiver and Amendment . Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Brochu.

8. Transfer of This Note or Securities Issuable on Conversion Hereof . With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Brochu will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Brochu thereof within five (5) business days after receiving notice of the transfer, the Brochu may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

9. Notices . Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid.

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

10. Governing Law . This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.

11. Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver by the Company . The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

13. Delays . No delay by the Brochu in exercising any power or right hereunder shall operate as a waiver of any power or right.

14. Severability . If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

15. No Impairment . The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Brochu of this Note against impairment.

 

EXHIBIT 10.5

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

 

WHEREAS on October 24, 2011, Christian Fontaine ("Fontaine") tendered a check in the amount of $7,500.00 payable to Infoscan Corp., now known as Technologies Scan Corp., a Nevada corporation (the "Corporation"), drawn on the Banque Nationale du Canada for working capital purposes;

WHEREAS the parties verbally agreed that the principal loaned would be interest free, payable upon demand by Fontaine and Fontaine had the right in its sole discretion to convert the principal due and owing into shares of the Company's common stock at a conversion price equal to par value ($0.001);

WHEREAS the financial statements of the Company for the quarter ended September 30, 2010 evidenced the loan made as of August 18, 2010;

WHEREAS the parties entered into that certain written amendment to promissory note dated December 12, 2013 pursuant to which amendment confirmed the verbal agreement and the conversion terms and that any such conversion must be completed by March 31, 2014 (the "Amendment");

WHEREAS the parties desire for this convertible promissory note to evidence their entire agreement concerning the loan of funds by Fontaine and terms of loan, including the conversion terms.

THEREFORE the parties that the terms and provisions below set forth their agreement.

1. Principal and Interest .

1.1 The Company, for value received, hereby promises to pay to the order of Fontaine the sum of Seven Thousand Five Hundred Dollars ($7,500.00), which amount is reflected on the Company’s financial statements, at the time and in the manner hereinafter provided.

 

1.2 This Convertible Promissory Note (the "Note") shall not bear any interest from the date of issuance of this Note. This Note shall be payable upon demand ("Demand Date"). Commencing on the Demand Date, all principal hereunder shall be payable by the Company upon demand made by the Investor.

1.3 Upon payment in full of the principal hereof, this Note shall be surrendered to the Company for cancellation.

1.4 The principal of this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Fontaine hereof as such Fontaine shall from time to time designate.

2. Attorney's Fees . If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

3. Conversion .

3.1 Voluntary Conversion . The Fontaine shall have the right until March 31, 2014, exercisable in whole or in part, to convert the outstanding principal hereunder into a number of fully paid and nonassessable whole shares of the Company's common stock ("Common Stock") determined in accordance with Section 3.2 below.

3.2 Shares Issuable . The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.001 (the “Note Conversion Price”).

3.3 Notice and Conversion Procedures . After receipt of demand for repayment, the Company agrees to give the Fontaine notice at least five (5) business days prior to the time that the Company repays this Note. If the Fontaine elects to convert this Note, the Fontaine shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Fontaine certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.

3.4 Other Conversion Provisions .

(a) Adjustment of Note Conversion Price . In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.

 

 

(b) Common Stock Defined . Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock” shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.

 

(c) Non-Affiliate Status. The debt shall be convertible at a price of $0.001 per share in accordance with the above provisions; however, no such conversion shall result in Fontaine holding in excess 9.99% of the total issued and outstanding shares of common stock of the Company at any time.

3.5 No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Fontaine upon the conversion of this Note, the Company shall pay to the Fontaine the amount of outstanding principal hereunder that is not so converted.

4. Representations, Warranties and Covenants of the Company . The Company represents, warrants and covenants with the Fontaine as follows:

(a) Authorization; Enforceability . All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Governmental Consents . No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.

(c) No Violation . The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

 

5. Representations and Covenants of Fontaine . The Company has entered into this Note in reliance upon the following representations and covenants of Fontaine:

(a) Investment Purpose . This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Fontaine has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue . The Fontaine understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.

(c) Financial Risk . The Fontaine has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration . The Fontaine understands that the Company is registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), and filed reports pursuant to Section 15(d) of the 1934 Act, however, if no registration statement covering the securities under the 1933 Act is in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. Fontaine also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

6. Assignment . Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the Fontaine shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7. Waiver and Amendment . Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Fontaine.

8. Transfer of This Note or Securities Issuable on Conversion Hereof . With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Fontaine will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Fontaine thereof within five (5) business days after receiving notice of the transfer, the Fontaine may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

9. Notices . Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid.

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

10. Governing Law . This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.

11. Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver by the Company . The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

13. Delays . No delay by the Fontaine in exercising any power or right hereunder shall operate as a waiver of any power or right.

14. Severability . If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

15. No Impairment . The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Fontaine of this Note against impairment.

 

 

IN WITNESS WHEREOF, Technologies Scan Corp. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written, with acknowledgement that the effective date of the loan and terms thereof is of October 24, 2011.

 

 

EXHIBIT 10.6