SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2014
Well Power, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-53985 |
61-1728870 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11111 Katy Freeway-Suite #910
Houston, Texas |
77079 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (713)
973-5738
_______________________________________ ______________
(Former name or former address, if changed since
last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 18, 2014, we entered into a Securities Purchase Agreement
with LG Capital Funding, LLC, an accredited investor (“LG Capital”), pursuant to which we issued LG Capital two convertible
notes. The first note, due November 18, 2015 in the principal amount of $78,750 (“LG Note 1”), was issued in exchange
for $78,750 in cash. The second note, due November 18, 2015 in the principal amount of $78,750 (“LG Note 2” and, together
with LG Note 1, the “LG Notes”), was issued in exchange for a full-recourse collateralized promissory note from LG
Capital in the amount of $78,650 (“LG Payment Note”). The LG Payment Note is due on July 18, 2015, unless we do not
meet the current public information requirement pursuant to Rule 144, in which case both LG Note 2 and the LG Payment Note may
be cancelled. The LG Payment Note is secured by LG Note 1.
Interest on the LG Notes accrues at the rate of 8% per annum. We
are not required to make any payments on the LG Notes until maturity. We have the right to repay LG Note 1 at any time during the
first six months of the notes at a rate of 150% of the unpaid principal amount. We may not prepay LG Note 2, except that if LG
Note 1 is redeemed within six months, LG Note 2 will automatically terminate along with the offsetting LG Payment Note.
LG Capital may convert the outstanding principal on the LG Notes
at any time after 180 days of the date of closing into shares of our common stock at the conversion price per share equal to 60%
of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. There is no
minimum conversion price.
We are required to pay $3,750 in legal fees and expenses for each
of the LG Notes.
The LG Notes contain certain representations, warranties, covenants
and events of default, and increases in the amount of the principal and interest rates in the event of such defaults.
The foregoing description of the Securities Purchase Agreement and
LG Notes is not intended to be complete and is qualified in its entirety by the complete text of the documents, which are filed
as Exhibits 10.1 through 10.4 hereto and are incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The above securities were issued pursuant to the exemption from
registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated
thereunder. The investor represented to us that it is an accredited investor. We believe that the investor had adequate information
about us as well as the opportunity to ask questions and receive responses from our management.
Section 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Well Power, Inc.
/s/ Dan Patience
Dan Patience
President
Date: November 24, 2014
SECURITIES
PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the
"Agreement"), dated as of November 18, 2014, by and between Well Power, Inc., a Nevada corporation, with headquarters
located at 11111 Katy Freeway, Suite #910, Houston, TX 77079 (the "Company"), and LG Capital Funding, LLC., a
New York Limited Liability Company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the "Buyer").
WHEREAS:
A. The Company and the Buyer are executing
and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations
as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 Act");
B. Buyer desires to purchase and the Company
desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in
the forms attached hereto as Exhibit A and B in the aggregate principal amount of $157,500.00 (with the first note being in the
amount of $78,750 and the second note being in the amount of $78,750 (together with any note(s) issued in replacement thereof or
as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Note"), convertible
into shares of common stock, $0.001 par value per share, of the Company (the "Common Stock"), upon the terms and subject
to the limitations and conditions set forth in such Note. The first of the two notes (the "First Note") shall be paid
for by the Buyer as set forth herein. The second note (the "Second Note") shall initially be paid for by the issuance
of an offsetting $78,750.00 secured note issued to the Company by the Buyer ("Buyer Note"), provided that prior to ,
conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted
until it has been paid for in cash.
C. The Buyer wishes to purchase, upon the terms
and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature
pages hereto; and
NOW THEREFORE, the Company and the Buyer
severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of Note.
a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and
sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below
the Buyer's name on the signature pages hereto.
b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the
purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire
transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery
of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature
pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery
of such Purchase P1ice
c.
Closing Date. The date and time of the issuance and sale of the Note pursuant to this
Agreement (the "Closing Date") shall be on or about November 18, 2014, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as
may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid.
2.
Buyer's Representations and Warranties. The Buyer represents and warrants to the Company
that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the
shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively
referred to herein as the "Conversion Shares" and, collectively with the Note, the "Securities") for its own
account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted
from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to
hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time
in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an "accredited investor" as that
term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered
and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions
and the eligibility of the Buyer to acquire the Securities.
d.
Information. The Buyer and its advisors, if any, have been, and for so long as the
Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors.
The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the
opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material
nonpublic information and will notice such information unless such information is disclosed to the public prior to or promptly
following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or
any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and
warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree
of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties
made herein.
e.
Governmental Review. The Buyer understands that no United States federal or state agency
or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.
f.
Transfer or Re-sale. The Buyer understands that (i) the sale or re- sale of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not
be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer
shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities
are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule)
("Rule 144")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section
2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant
to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall have delivered to the
Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of
such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder
(in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement.
g.
Legends. The Buyer understands that the Note and, until such time as the Conversion
Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the
number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):
"NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WIDCH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES."
The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company
with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by
a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities
pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an
Event of Default under the Note.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This
Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement
of the Buyer enforceable in accordance with its terms.
i.
Residency. The Buyer is a resident of the jurisdiction set forth immediately below
the Buyer's name on the signature pages hereto.
3.
Representations and Warranties of the Company. The Company represents and warrants
to the Buyer that:
a.
Organization and Qualification. The Company and each of its subsidiaries, if any, is
a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated,
with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business
as and where now owned, leased, used, operated and conducted.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue
the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by
the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its shareholders is required , (iii) this Agreement has been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is the true and official representative with authority to sign this
Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes,
and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms.
c.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance
and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable,
and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
d.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially
dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further
acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the
Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of
other shareholders of the Company.
e.
No Conflicts. The execution, delivery and performance of this Agreement, the Note by
the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any
provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property
or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the
National Quotations Bureau (the "OTCPK") and does not reasonably anticipate that the Common Stock will be delisted by
the OTCPK in the foreseeable future, nor are the Company's securities "chilled" by FINRA. The Company and its subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.
f.
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or
directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary
description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of
its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.
g.
Acknowledgment Regarding Buyer' Purchase of Securities. The Company acknowledges and
agrees that the Buyer is acting solely in the capacity of arm's length purchasers with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by
the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated
hereby is not advice or a recommendation and is merely incidental to the Buyer ' purchase of the Securities. The Company further
represents to the Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation
of the Company and its representatives.
h.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy
any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company's securities (past, current
or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.
i.
Title to Property. The Company and its subsidiaries have good and marketable title
in fee simple to all real prop and good and marketable title to all personal property owned by them which is material to the business
of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described
in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not
have a material adverse effect.
j.
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d)
of the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19,
2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.
k.
Breach of Representations and Warranties by the Company. If the Company breaches any
of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer
pursuant to this Agreement, it will be considered an Event of default under the Note.
4.
COVENANTS.
a.
Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by
them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements
to be executed in connection herewith ("Documents"), including, without limitation, reasonable attorneys' and consultants'
fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of
the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow
fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees
directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately
upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company's obligation with respect to this transaction
is to reimburse Buyer' expenses shall be $3,750 in legal fees (and similar amounts for the Second Note) which shall be deduced
from each Note when funded.
b.
Listing. The Company shall promptly secure the listing of the Conversion Shares upon
each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject
to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note.
The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock
on the OTCPK or any equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market
("Nasdaq SmallCap"), the New York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX")
and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority ("FINRA") and such exchanges, as applicable. The Company shall promptly provide to the
Buyer copies of any notices it receives from the OTCPK and any other exchanges or quotation systems on which the Common Stock is
then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.
c.
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall
maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a
merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in
such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection
herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCPK, Nasdaq, Nasdaq SmallCap,
NYSE or AMEX.
d.
No Integration. The Company shall not make any offers or sales of any security (other
than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under
the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for
the purpose of any stockholder approval provision applicable to the Company or its securities.
e.
Breach of Covenants. If the Company breaches any of the covenants set forth in this
Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event
of default under the Note.
5.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in
the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement 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 other manner permitted by law.
b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.
c.
Headings. The headings of this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by the majority in interest of the Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to
such other address as such party shall have specified most recently by written notice. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:
If to the Company, to: Well Power, Inc.
11111 Katy Freeway, Suite #910
Houston, TX 77079
Attn: Dan Patience, President
If to the Buyer:
LG CAPITAL FUNDING, LLC
1218 Union Street, Suite #2
Brooklyn, NY 11225
Attn: Joseph Letman, Manager
Each party shall provide notice to the other party of any change
in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights
hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "affiliates,"
as that term is defined under the 1934 Act, without the consent of the Company.
h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
i.
Survival. The representations and warranties of the Company and the agreements and
covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted
by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees
and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.
j.
Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
k.
No Strict Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any
party.
l.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees,
in the, event of a breach or threatened breach by the Company of the provisions of this Agreement , that the Buyer shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or other security being required.
IN WITNESS WHEREOF, the undersigned Buyer and
the Company have caused this Agreement to be duly executed as of the date first above written.
Well Power, Inc.
By: /s/ Dan Patience
Title: Dan Patience, President
LG CAPITAL FUNDING, LLC.
By: /s/ Joseph Lerman
Name: Joseph Lerman
Title: Manager
AGGREGATE SUBSCRIPTION AMOUNT:
|
|
Aggregate Principal Amount of Note:
Aggregate Purchase Price:
|
$157,500.00 |
Note 1: $78,750.00 less $3,750.00 in legal fees
|
|
Note 2: $78,750.00 less $3,750.00 in legal fees |
|
EXHIBIT A
144 NOTE - $78,750
EXHIBIT B
BACK END NOTE - $78,750
THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIESCOMMISSION 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 $78,750.00
WELL POWER, INC.
8% CONVERTIBLE REDEEMABLE NOTE
DUE NOVEMBER 18, 2015
FOR VALUE RECEIVED, Well
Power, Inc., (the "Company") promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and
permitted assigns ("Holder"), the aggregate principal face amount of Seventy Eight Thousand Seven Hundred Fifty
Dollars exactly (U.S. $78,750.00) on November 18, 2015 ("Maturity Date") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on November 18, 2014. 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 1218 Union Street, Suite #2, Brooklyn, NY 11225 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. Interest shall be payable in Common Stock (as defined below) pursuant to para graph 4(b) herein.
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.
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 after 180 days, 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 common stock (the "Common Stock") without restrictive legend of
any nature, at a price ("Conversion Price") for each share of Common Stock equal to 60% of the lowest trading
price of the Common Stock as reported on the National Quotations Bureau OTCPK exchange which the Company's shares are traded
or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty
prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion
is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price). 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 Common
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 Common 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. In the event the Company experiences
a DTC "Chill" on its shares, the con version price shall be decreased to 50% instead of 60% while that "Chill"
is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares
of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the
Common Stock of the Company.
(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"). The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest
calculated on the unpaid principal balance of this Note to the date of such notice.
(c) During the first
180 days after the Note has been issued, it may be prepaid at 150% of the face amount plus any accrued interest This Note may not
be prepaid after the l80th day. The redemption must be closed and paid for within 3 business days of the Company sending the redemption
demand or the redemption will be invalid and the Company may not redeem this Note.
(d) Upon (i) a transfer
of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or (iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or ex change of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and
(iii) being referred to as a “Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this
Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election
of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid
interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.
(e) In case of any Sale
Event in connection with which this Note is not re- deemed 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.
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 pay- ment, 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, and not cure such failure
within 10 days of such event; 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 in- stance 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
(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)
Intentionally Deleted;
(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein
without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or
(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days
of the request of the Holder.
(m)
The Company shall not be "current" in its filings with the Securities and Exchange
Commission; or
(n)
The Company shall lose the "bid" price for its stock in a market (including the
OTCPK marketplace or other exchange).
Then, or at any time thereafter, unless cured
within 5 days, 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 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. In the event of a breach of Section 8(k) the penalty shall
be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This
penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase
of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note
shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.
If the Holder shall commence an action or proceeding
to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such
action, 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.
Make-Whole for Failure to
Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion shares by the
by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:
Failure to Deliver Loss
= [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]
The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder's written notice
to the Company.
9.
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.
10.
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.
11.
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.
12.
The Company shall issue irrevocable transfer agent instructions reserving 8,228,000 shares
of its Common Stock for conversions under this Note (the "Share Reserve"). The reserve shall be replenished as needed
to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all costs associated with issuing and delivering the shares. The company should at all times reserve a minimum
of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from
time to time to reserve such amounts.
13.
The Company will give the Holder direct notice of any corporate actions including but not
limited to name changes, stock splits, recapitalization s 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 New York applicable
to contracts made and wholly to be performed within the State of New York 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 New York. 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: November 20, 2014
WELL POWER, INC.
By: /s/ Dan Patience
Title: President
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 Common Stock of Well Power, 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:
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:
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 $78,750.00
WELL POWER,
INC.
8% CONVERTIBLE REDEEMABLE NOTE DUE NOVEMBER 18, 2015
BACK END
NOTE
FOR
VALUE RECEIVED, Well Power, Inc. (the "Company") promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of Seventy Eight Thousand Seven
Hundred Fifty dollars exactly (U.S. $78,750.00) on November 18, 2015 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on November 18, 2014. 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 1218 Union Street, Suite #2, Brooklyn, NY 11225, 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 for warding of such check or wire transfer shall constitute a payment
of outstanding principal here under 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. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph
4(b) herein.
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.
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 after 180 days, 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 common stock (the "Common
Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common
Stock equal to 60% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau
OTCPK exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"),
for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
(provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M.
Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). 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 Common 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 Common Stock, the Holder shall surrender this Note to the Company, executed by the
Holder evidencing such Holder's intention to conve1t 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.
In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 50% instead
of 60% while that "Chill" is in effect. In the event the Company is not "Current" in its SEC filings at
the time this note is cash funded, the discount shall be decreased
to 40%. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially
owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
(b)
Interest on any unpaid principal balance of this Note shall be paid
at the rate of 8% per annum. Interest shall be paid 1by the Company in Common Stock ("Interest Shares"). The Holder may,
at any time, send in 'a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above.
The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal
balance of this Note to the date of such notice.
(c)
This Note may not be prepaid, except that if the $78,750 Rule 144 convertible redeemable note issued by the Company of even date
herewith is redeemed by the Company within 6 months of the issuance date of such Note, this Note will automatically terminate,
as will he offsetting Holder issued $78,750 note.
(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of
related transactions , (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the
Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is
not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or ex change of outstanding shares of Common Stock solely into shares of Common Stock)
(each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the
date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.
(e)
In case of any Sale Event in connection with which this Note is not re- deemed 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.
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
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 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 with in thirty (30) days after such appointment; or
(f)
Any governmental agency or any court of competent jurisdiction at the in- stance 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
(g)
One or more money judgment s, 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 Stock pursuant to paragraph 4 herein without restrictive legend within 3
business days of its receipt of a Notice of Conversion; or
(l)
The Company shall not replenish the reserve set forth in Section 12, with- in 3 business days of the request of the Holder ; or
(m)
The Company's Common Stock has a closing bid price of less than $0.03 per share for at least 5 consecutive trading days; or
(n)
The aggregate dollar trading volume of the Company's Common Stock is less than forty thousand dollars ($40,000.00) in any 5 consecutive
trading days; or
(o)
The Company shall cease to be "current" in its filings with the Securities and Exchange Commission.
Then,
or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which
is to allow the Holder to cancel both this Note and the Holder Issued Note, 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. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note
to offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day
the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall
increase to $500 per day beginning on the 10th day. Once cash funded, the penalty for a breach of Section 8(p) shall be an increase
of the outstanding principal amounts by 20%. Once cash funded, in the event of a breach of Section 8(i), the outstanding principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the out standing principal due under this Note
shall increase by 10%.
If the
Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then, if the Holder prevails in such action, 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.
Make-Whole
for Failure to Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion
shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs
a Failure to De liver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to
the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:
Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]
10.
Neither this Note nor any term hereof may be amended, waived, dis-
charged or terminated other than by a written instrument signed by the Company and the Holder.
11.
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 al low for salability of the conversion shares
or (ii) accept such opinion from Holder's counsel.
12.
Prior to cash funding of this Note, The Company will issue irrevocable
transfer agent instructions reserving 4x the number of shares of Common Stock necessary to al low the holder to convert this note
based on the discounted conversion price set forth in Section 4(a) herewith. The reserve shall be replenished as needed to allow
for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company
will pay all transfer agent costs associated with issuing and delivering the shares.
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 New York applicable to contracts made and wholly to be performed within the State of New York 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 New York. 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:
November 20, 2014
WELL POWER,
INC.
By: /s/
Dan Patience
Title:
President
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 Common Stock of Well Power, 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:
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:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS ANIBNDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LG CAPITAL FUNDING, LLC
COLLATERALIZED SECURED PROMISSORY NOTE
BACK END NOTE
$78,750.00 |
Brooklyn, NY |
|
November 18, 2014 |
1.
Principal and Interest
FOR VALUE RECEIVED, LG
Capital Funding, LLC, a New York Limited Liability Company (the "Company") hereby absolutely and unconditionally promises
to pay to Well Power, Inc. (the "Lender"), or order, the principal amount of Seventy Eight Thousand Seven Hundred Fifty
Dollars ($78,750.00) no later than July 18, 2015, unless the Lender does not meet the "current information requirements"
required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued
by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under
this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest
at the rate of 8%.
2.
Repayments and Prepayments; Security.
a.
All principal under this Note shall be due and payable no later than July 18, 2015, unless
the Lender does not meet the "current information requirement s" required under Rule 144 of the Securities Act of 1933,
as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default
(as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under
the offsetting note.
b.
The Company may pay this Note at any time. This note may not be assigned by the Lender, except
by operation of law.
c.
This Note shall initially be secured by the pledge of the $78,750.00 8% convertible promissory
note issued to the Company by the Lender on even date herewith (the "Lender Note"). The Company may exchange this
collateral for other collateral with an appraised value of at least $78,750.00, by providing 3 days prior written notice to the
Lender. If the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral
shall be deemed to have been accepted by the Lender. All collateral shall be retained by New Venture Attorneys, P.C., which
shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under
the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.
3.
Events of Default; Acceleration.
a.
The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence
and during the continuance of any of the following events (each, an "Event of Default"): the initiation of any bankruptcy,
insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company
for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and
all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender
under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.
b.
No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law
or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise
any and all remedies available to it under law.
4.
Notices.
a.
All notices, reports and other communications required or permitted hereunder shall be in
writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which
event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender's
address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall
have furnished the Lender(s) in writing.
b.
Each such notice, report or other communication shall for all purposes under this Note be
treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt
or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed
and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.
5.
Miscellaneous.
a.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated
orally, but only by a signed statement in writing.
b.
No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege.
The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note
expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser
and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice
of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution,
exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.
c.
If Lender retains an attorney for collection of this Note, or if any suit or proceeding is
brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company
agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without
limitation, reasonable attorneys' fees.
d.
This Note shall for all purposes be governed by, and construed in accordance with the laws
of the State of New York (without reference to conflict of laws).
e.
This Note shall be binding upon the Company's successors and assigns, and shall inure to the
benefit of the Lender's successors and assigns.
IN WITNESS WHEREOF, the
Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.
LG CAPITAL FUNDING, LLC
By: /s/ Authorized Signatory
Title:
APPROVED:
WELL POWER, INC.
By: /s/ Dan Patience
Title: President