Exhibit 10.22
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN
ISSUED PURSUANT TO REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). AS SUCH, THE SECURITIES REPRESENTED BY
THIS NOTE ARE "RESTRICTED SECURITIES" AND MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
DISPOSED OF OTHER THAN (A) (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER THE SECURITIES
ACT, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT, OR (IV) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (B) PURSUANT TO THE
REGISTRATION AND QUALIFICATION REQUIREMENTS OF APPLICABLE STATE, PROVINCIAL AND
FOREIGN SECURITIES LAWS OR PURSUANT TO ONE OR MORE EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS, AND (C) IF THE CORPORATION
REQUESTS, BASED ON AN OPINION SATISFACTORY TO THE CORPORATION WITH RESPECT TO
FOREGOING (A) AND (B) HAS BEEN RENDERED BY COUNSEL.
THE HOLDER HEREOF AGREES
THAT (X) ANY HEDGING TRANSACTION WITH RESPECT TO THE SECURITIES REPRESENTED BY
THIS NOTE WILL BE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT AND (Y) IT
WILL DELIVER, OR CAUSE TO BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES
REPRESENTED BY THIS NOTE ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES" HAVE THE RESPECTIVE MEANINGS ASSIGNED TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.
$1,000,000
Redondo Beach, California
May 27, 2015
THIRD AMENDED AND RESTATED
SECURED CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, HAWKER ENERGY, INC., a Nevada corporation
(the "Company"), promises to pay to Oceanside Strategies, Inc. ("Holder"), at 10
Market Street #688, Camana Bay, Grand Cayman KY1-9006, Cayman Islands, or at
such other location as is designated by Holder in writing hereunder, the sum of
$1,000,000 (or so much thereof as has been advanced to the Company by Holder and
is outstanding from time to time), bearing simple interest on the unpaid
principal balance of this Note, from the date of each advance of funds under
this Note (as reflected on Exhibit A) until this Note is paid in full, at the
rate of 12.0% per annum, compounded annually. Interest shall accrue until
July 31, 2015, at which time all accrued interest shall be due and payable, and
interest shall be paid on the last day of each October, January, April and July
thereafter. All principal and accrued but unpaid interest will be due and
payable on December 31, 2016 (the "Due Date"). All payments shall be made in
lawful money of the United States, without offset, deduction, or counterclaim of
any kind.
1.
Prior Notes and Advances. This Note supersedes and replaces in
its entirety three Secured Convertible Promissory Notes, one in the original
principal amount of $250,000, a second in the original