Exhibit
10.1


 


 


 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT)


 


 



US $50,000.00 


Dated:
  January 27, 2015


 


MEDCAREERS
GROUP, INC.


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
JANUARY 27, 2016


 


FOR
VALUE RECEIVED, MedCareers Group, Inc. (the “Company”) promises to pay to the order of MISTER INVESTOR and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of Fifty Thousand dollars (U.S.
$50,000.00) on January 27, 2016 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder
at the rate of 8% per annum commencing on January 28, 2015. The interest will be paid to the Holder in whose name this Note is
registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on,
this Note are payable at Mister Investor’s Address, initially, and if changed, last appearing on the records of the Company
as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding
principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the
Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company.
The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy
and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer.


 


This
Note is subject to the following additional provisions:


 


1.This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith.


 


2.The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


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3.This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior
to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being
converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including
receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.(a)The
Holder of this Note is entitled, at its option, at any time, and after full cash payment for the shares convertible hereunder,
to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's preferred
stock (the "Preferred Stock"), at a price ("Conversion Price") for each share of One Dollar
($1.00). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion
shall be effectuated by the Company delivering the shares of Preferred Stock to the Holder within 3 business days of receipt by
the Company of the Notice of Conversion. Once the Holder has received such shares of Preferred Stock, the Holder shall surrender
this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion
hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional
shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded
to the nearest whole share. The Company is issuing up to 500,000 Preferred Shares which are convertible in aggregate in
to 20% of the Common Stock of the Company. For example, 100,000 shares of Preferred Stock will convert in to 4% of the Company.
An example of the Preferred Stock subscription is attached hereto as Exhibit B. See example of the Preferred Stock certificate
for all terms and conditions.


 


(b)Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares") or added to the principal and converted into Preferred Stock.


 


(c)
In case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective
provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or
convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon
such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note,
immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration
received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the
Company or successor person or entity acting in good faith.


 


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5.No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, 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 hereto.


 


7.The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8.If
one or more of the following described "Events of Default" shall occur:


 


(a)The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d)The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 


(e)A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within thirty (30) days after such appointment; or


 


(f)Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


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(g)One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)defaulted
on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such
default within the appropriate grace period; or


 


(i)The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k)The
Company shall not deliver to the Holder the Common Preferred pursuant to paragraph 4 herein within 3 business days of its receipt
of a Notice of Conversion; or


 


Then,
or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything
herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without
expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights
or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 24% per annum or,
if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including without limitation engaging
an attorney, then the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


10.In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


11.Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


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12.The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


13.The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.This
Note shall be governed by and construed in accordance with the laws of Texas applicable to contracts made and wholly to be performed
within the State of Texas and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Texas. This
Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be
effective as an original.


 





 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated:
January 27, 2015


 








	 	MEDCAREERS GROUP, INC.
	 	 
		
	 	By: Timothy Armes, President
	 	Title: President


 



 


 


 


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EXHIBIT
A


 


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Preferred Stock of MedCareers
Group, Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion: ________________________________________________________________


Applicable
Conversion Price: _________________________________________________________


Signature:



[Print
Name of Holder and Title of Signer]


 


Address:
________________________________________________________________________






             _______________________________________________________________


 


SSN
or EIN:______________________________


Shares
are to be registered in the following name:__________________________________________


 


Name:: _________________________________________________________________________


Address:
_______________________________________________________________________


Tel:
________________________________


Fax::________________________________


SSN
or EIN: __________________________


 


Shares
are to be sent or delivered to the following account:


 


Account
Name:___________________________________________________________________


Address:________________________________________________________________________


 


 


 


 


 


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