Blueprint





 







EXHIBIT 10.3


 



NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE
COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE
“SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE
SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933
ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF
AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS
SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933
ACT.


 



CONVERTIBLE PROMISSORY NOTE


 


	


July 18, 2019

	


US$153,000.00






 





FOR VALUE RECEIVED, STEALTH TECHNOLOGIES
INC., a corporation incorporated under the laws of the State
of Nevada and located at 801 West Bay Drive, Suite 470, Largo,
Florida 33770 (the “Company”), hereby promises to pay
to the order of _________________, a Delaware limited liability
company, or its
successors or assigns (the “Holder”), the principal
amount of One Hundred Fifty Three Thousand Dollars and 00/100
United States Dollars (US$153,000.00) on July 18, 2020 (such date,
the “Maturity Date”), and to pay interest on the unpaid
principal balance hereof at the rate of five percent (5%) per annum
commencing on the date hereof (the “Issuance Date”), in
accordance with the terms hereof.


 

1. General Payment Provisions. All
payments of principal and interest on this Note shall be made in
lawful money of the United States of America by certified bank
check or wire transfer to such account as the Holder may designate
by written notice to the Company in accordance with the provisions
of this Note. Whenever any amount expressed to be due by the terms
of this Note is due on any day which is not a Business Day, the
same shall instead be due on the next succeeding Business Day. For
purposes of this Note, “Business Day” shall mean any
day other than a Saturday, Sunday or a day on which commercial
banks in the State of New York are authorized or required by law or
executive order to remain closed.


 

(a) Optional Prepayment. At any
time, upon receiving the written consent of the Holder, the Company
may pre-pay this Note without penalty and, upon such prepayment in
full, the Holder shall have no further rights under this Note,
including no rights of conversion.


 


2.           Conversion
of Note. Upon six (6) months following the date hereof, this
Note shall be convertible into shares of the Company’s common
stock (the “Common Stock”), at the option of the
Holder, in accordance with the terms and conditions set forth in
this Paragraph 2.


 




 

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(a)           Voluntary
Conversion. The Holder may convert all or any portion of the
outstanding principal and accrued and unpaid interest (such total
amount, the “Conversion Amount”) into shares of Common
Stock of the Company (the “Conversion Shares”). The
conversion price (the “Conversion Price”) shall equal
$0.05 per share. The conversion notice is in the form attached
hereto as Exhibit A
(the “Conversion Notice”).


 


(b)           The
Holder’s Conversion Limitations. The Company shall not
affect any conversion of this Note, and the Holder shall not have
the right to convert any portion of this Note, to the extent that
after giving effect to the conversion set forth on the Conversion
Notice submitted by the Holder, the Holder (together with the
Holder’s affiliates (as defined herein) and any Persons
acting as a group together with the Holder or any of the
Holder’s affiliates) would beneficially own in excess of the
Beneficial Ownership Limitation (as defined herein). To ensure
compliance with this restriction, the Holder will be deemed to
represent to the Company each time it delivers a Conversion Notice
that such Conversion Notice has not violated the restrictions set
forth in this Section 2 and the Company shall have no obligation to
verify or confirm the accuracy of such determination. The
restriction described in this paragraph may be waived, in
whole or in part, upon sixty-one (61) days’ prior notice from
the Holder to the Company to increase such percentage.


 


For
purposes of this Note, the “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon conversion of this
Note.  The limitations contained in this paragraph shall apply
to a successor holder of this Note. For purposes of this Note,
“Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization or a government or any
department or agency thereof.


 


(c)           Mechanics
of Conversion. The conversion of this Note shall be
conducted in the following manner:


 


(1)           Holder's
Delivery Requirements. To convert this Note into shares of
Common Stock on any date set forth in the Conversion Notice by the
Holder (the “Conversion Date”), the Holder shall (A)
transmit by facsimile or electronic mail (or otherwise deliver) a
copy of the fully executed Conversion Notice to the Company and (B)
upon receipt by the Holder of the Common Stock, surrender the
original Note to a nationally recognized overnight courier for
delivery to the Company.


 


(2)           Company's
Response. Upon receipt by the Company of a copy of a
Conversion Notice, the Company shall as soon as practicable, but in no event
later than two (2) Business Days after receipt of such Conversion
Notice, send, via facsimile or electronic mail (or otherwise
deliver) a confirmation of receipt of such Conversion Notice (the
“Conversion Confirmation”) to the Holder indicating that the
Company will process such Conversion Notice in accordance with the
terms herein. Within five (5) Business Days after the date of the
Conversion Confirmation, provided that the Company’s transfer
agent is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer
(“FAST”) program, the Company shall cause the transfer
agent to electronically transmit the applicable Common Stock which
the Holder shall be entitled by crediting the account of the
Holder’s prime broker with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system, and provide proof
satisfactory to the Holder of such delivery. In the event that the
Company’s transfer agent is not participating in the DTC FAST
program and is not otherwise DWAC eligible, the Company shall issue
and surrender to a nationally recognized overnight courier for
delivery to the address specified in the Conversion Notice, a
certificate, registered in the name of the Holder, for the number
of shares of Common Stock to which the Holder shall be entitled. If
less than the full principal and accrued but unpaid interest amount
of this Note is submitted for conversion, then the Company shall
within three (3) Business Days after receipt of the Note, at its
own expense, issue and deliver to the Holder a new Note for the
outstanding principal and interest amount not so converted;
provided that such new Note
shall be substantially in the same form as this Note.


 




 

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(3)           Record
Holder. The Person(s) entitled to receive the shares of
Common Stock issuable upon a conversion of this Note shall be
treated for all purposes as the record holder(s) of such shares of
Common Stock as of the Conversion Date.


 


(d)           Adjustments
to Conversion Price. If the Company at any time subdivides
(by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately
reduced. If the Company at any time combines (by combination,
reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price in effect immediately prior to such
combination will be proportionately increased.


 


3.           Removed
and Reserved.


 


4.           Defaults
and Remedies.


 

(a) Events of Default. An
“Event of Default” means: (i) a default for five (5)
days in payment of principal or interest on this Note; (ii) failure
by the Company to comply with any material provision of this Note,
as set forth in the notice to the Borrower and such event is not
cured within five days of the date of such notice; (iii) the
Company, pursuant to or within the meaning of any Bankruptcy Law
(as defined herein): (A) commences a voluntary case; (B) consents
to the entry of an order for relief against it in an involuntary
case; (C) consents to the appointment of a Custodian (as defined
herein) of it or for all or substantially all of its property; (D)
makes a general assignment for the benefit of its creditors; or (E)
admits in writing that it is generally unable to pay its debts as
the same become due; or (iv) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: (A) is for
relief against the Company in an involuntary case; (B) appoints a
Custodian of the Company for all or substantially all of its
property; or (C) orders the liquidation of the Company, and the
order or decree remains unstayed and in effect for sixty (60) days.
“Bankruptcy Law” means Title 11, U.S. Code, or any
similar Federal or state law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy
Law.


 

(b) Remedies. If an Event of
Default occurs and is continuing, the Holder of this Note may
declare all of this Note, including any interest and other amounts
due that have not or will not be converted under Section 2 hereof,
to be due and payable immediately.


 

(c) Holder Appointed
Attorney-in-Fact. The Company hereby irrevocably appoints
the Holder as the Company’s attorney-in-fact, with full
authority in the name, place and stead of the Company, from time to
time in the Holder’s discretion upon the occurrence and
during the continuance of an Event of Default to take any action
and to execute any document which the Holder may deem necessary or
advisable to accomplish the purposes of this Note.


 


5.           Voting
Rights. The Holder shall have no voting rights, except as
required by applicable law, including, but not limited to, the
Nevada Corporations Law, and as expressly provided in this
Note.


 




 

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6.           Short
Sales. Holder represents and agrees, as applicable,( i)
Holder has not prior to the date hereof, entered into or effected
any Short Sales and (ii) so long as the Note remains outstanding,
Holder will not enter into or effect any Short Sales. The Company
acknowledges and agrees that upon submission of conversion notice
as set forth herein, Holder immediately owns the Common Stock
described in the conversion notice and any sale of that Common
Stock issuable under such conversion notice would not be considered
Short Sales. For purposes herein, “Short Sales” shall
mean entering into any short sale or other hedging transaction
which establishes a net short position with respect to the
Company.


 


7.           Lost
or Stolen Note. Upon notice to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of
loss, theft or destruction, of an indemnification undertaking by
the Holder to the Company in a form reasonably acceptable to the
Company and, in the case of mutilation, upon surrender and
cancellation of the Note, the Company shall execute and deliver a
new Note of like tenor and date and in substantially the same form
as this Note; provided,
however, the Company shall not be obligated to re-issue a
Note if the Holder contemporaneously requests the Company to
convert such remaining principal amount and interest into Common
Stock.


 


8.           Cancellation.
After all principal and accrued interest at any time owed on this
Note has been paid in full, this Note shall automatically be deemed
canceled, shall be surrendered to the Company for cancellation and
shall not be re-issued.


 


9.           Waiver
of Notice. To the extent permitted by law, the Company
hereby waives demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note.


 


10.           Governing
Law. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by,
the laws of the State of Nevada, without giving effect to
provisions thereof regarding conflict of laws. Each party hereto
hereby irrevocably submits to the non-exclusive jurisdiction of the
state and federal courts sitting in the State of Florida for the
adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereto
hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by
sending by certified mail or overnight courier a copy thereof to
such party at the address indicated in the preamble hereto and
agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in
any manner permitted by law. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 




 

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11.           Indemnity
and Expenses. The Company agrees:


 


(a)           To
indemnify and hold harmless the Holder and each of its partners,
employees, agents and affiliates from and against any and all
claims, damages, demands, losses, obligations, judgments and
liabilities (including, without limitation, attorneys’ fees
and expenses) in any way arising out of or in connection with this
Note; and


 


(b)           To
pay and reimburse, as the case may be, the Holder upon demand for
all costs and expenses (including, without limitation,
attorneys’ fees and expenses) that the Holder may incur in
connection with (i) the exercise or enforcement of any rights or
remedies (including, but not limited to, collection) granted
hereunder or otherwise available to it (whether at law, in equity
or otherwise), or (ii) the failure by the Company to perform or
observe any of the provisions hereof. The provisions of this
Section shall survive the execution and delivery of this Note, the
repayment of any or all of the principal or interest owed pursuant
hereto, and the termination of this Note.


 


12.           Remedies,
Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under
this Note, at law or in equity


 


13.           Legal
Expenses. The Company shall pay Lucosky Brookman LLP
$3,000.00 in connection with the preparation of this Note and the
related transaction documents. Such amount shall be deducted from
the proceeds delivered to the Company hereunder.


 


14.           Specific
Shall Not Limit General; Construction. No specific provision
contained in this Note shall limit or modify any more general
provision contained herein. This Note shall be deemed to be jointly
drafted by the Company and the Holder and shall not be construed
against any person as the drafter hereof.


 


15.           Failure
or Indulgence Not Waiver. No failure or delay on the part of
this Note in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or
privilege.


 


16.           Notice.
Notice shall be given to each party at the address indicated in the
preamble hereto or at such other address as provided to the other
party in writing.


 



[signature page follows]


 




 

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IN WITNESS WHEREOF, the Company has
caused this Note to be executed on and as of the Issuance
Date.


 




	

 

	STEALTH
TECHNOLOGIES INC.	

 


	

 

	

 

	

 

	

 


	

	
By:  

	



	

 


	

 

	

 

	
Name:
Brian McFadden	

 


	

 

	

 

	Title: Chief
Executive Officer	

 







 


Date:
July 18, 2019


 


Principal
Amount: US$153,000.00


 







 


 


 


 


 



[ signature page to Promissory Note ]


 




 

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EXHIBIT A


 



NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert principal and/or interest
under the Convertible Promissory Note (the “Note”) of
Stealth Technologies Inc., a Nevada corporation (the
“Company”), into shares of common stock (the
“Common Shares”), of the Company in accordance with the
conditions of the Note, as of the date written below.  If the
Common Shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such
certificates and opinions as requested by the Company in accordance
therewith. No fee will be charged to the Holder for any conversion,
except for such transfer taxes, if any.


 


By the
delivery of this Notice of Conversion, the undersigned represents
and warrants to the Company that its ownership of the Common Shares
does not exceed the amounts determined in accordance with Section
13(d) of the Exchange Act of 1934, as amended, specified under the
Note.

 






Conversion calculations

 


	

Effective
Date of Conversion:

	
 

	
 


	

 

	
 

	
 


	

Principal
Amount and/or Interest to be Converted:

	
 

	
 


	

 

	
 

	
 


	

Number
of Common Shares to be Issued:

	




	
 







 

 


	
 

	

By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	

Name:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	

Title:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	

Address:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	




	
 







 


 


 




 

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