Supurva Healthcare Group, Inc 60 – 98th Ave. Su
Post# of 615
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Posted On: 09/19/2018 9:00:14 AM
Supurva Healthcare Group, Inc
60 – 98th Ave. Suite 100
Oakland, CA 94603
Phone: 1(510) 343-9500
Supplemental Information Disclosure for Supurva Healthcare Group, Inc. (the “Company”):
1. This Supplemental Information Disclosure covers information previously not disclosed
by the Company.
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ASSIGNMENT OF DEBT AGREEMENT
THIS ASSIGNMENT OF DEBT AGREEMENT dated July 17, 2015
BY AND AMONG:
FIREHOLE RIVER CAPITAL, LLC., a limited liability company organized under the laws of
the Utah, with an office located at 175 South Main Street, Suite 1410, Salt Lake City, UT 84111
(the “ASSIGNEE”);
NORAT & COMPANY, LLC, a limited liability company organized under the laws of Wyoming,
with an address at 1042 Fort Union Blvd, #521, Midvale, UT 84047 (the “ASSIGNOR”);
AND:
LIGHTHOUSE PETROLEUM, INC., a corporation organized under the laws of Delaware,
USA, with and office located at 78342 Highway 1077 Folsom, LA 70437 (the “DEBTOR”).
WHEREAS:
A. The Assignor is the beneficial owner of that certain promissory note, dated May 7, 2014, issued by
Debtor, in the original principal balance of $5,000, a copy of which is attached hereto as Exhibit A
(the “Note”), having a past due balance owed as of the date of this Agreement, as amended,
including principal, interest, and fees, of $6,447.58 (the “Debt”), as itemized in Schedule 1
“Statement of Account” attached hereto,
B. The Assignor wishes to sell, grant, assign, and transfer $6,447.58 of the Debt (the “Assigned Debt”)
to Assignee, and Assignee wishes to purchase the Assigned Debt upon the terms and conditions set
forth in this agreement (the “Agreement”).
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the premises and the
mutual promises, covenants, conditions, representations and warranties hereinafter contained, the parties to
this agreement (the “Parties”), intending to be legally bound, agree as follows:
1. Sale and Transfer of the Assigned Debt. Upon the execution of this Agreement (the “Closing”) and
subject to the terms and conditions of this Agreement, the Assignor shall sell, grant, assign, convey and
deliver to the Assignee, and the Assignee shall purchase and accept from the Assignor, the Assigned
Debt, including all right and obligations thereunder, for the purchase price specified in Section 2 below.
The Assigned Debt shall be subject to the terms of the Note, except such terms that are amended by
this Agreement.
2. Purchase Price. In exchange for the Convertible Debt, the Assignee shall pay $6,500.00 cash to
the Assignor at the time of Closing by wire transfer, as per Assignor’s “Disbursement Instructions” attached
hereto as Schedule 2.
3. Delivery of Note. At the Closing, the Assignor shall deliver to the Assignee one or more notes
representing the Assigned Debt.
4. Representations, Warranties And Covenants Of The Assignor
4.1 The Assignor represents, warrants and covenants to the Assignee that:
(a) Authority. The Assignor has all necessary power and authority to execute,
deliver and perform this Agreement and to consummate the transactions provided for herein. This
Agreement has been duly authorized, executed and delivered by the Assignor and constitutes a valid and
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binding obligation of the Assignor enforceable in accordance with its terms. The execution, delivery and
performance of this Agreement by the Assignor does not and will not violate any provision of any law,
regulation or order, or conflict with or result in the breach of, or constitute a default under, any material
agreement or instrument to which the Sellers are a party or by which the Sellers may be bound or affected.
(b) Title. The Assignor has good and marketable title to the Convertible Debt free
and clear of all liens and encumbrances, and has the ability to freely transfer the Assigned Debt.
(c) Non-Affiliate Status. The Assignor is not now, and has not been during the three
months immediately preceding the date of this agreement, and will not become by exercising any rights
granted or conveyed by this agreement, an affiliate of the Company or its predecessor(s), as such term is
defined in the Securities Act of 1933, as amended (the “Securities Act”).
(d) Holding Period. The Debt has been beneficially owned by the Assignor for at
least one year prior to the date of this letter.
(e) Full Consideration Paid. The Assignor has paid full consideration of the Debt at
least one year prior to the date of this agreement.
(f) Duly Endorsed. Assignor hereby represents and warrants to the Assignee that
certificates representing the Assigned Debt will be duly endorsed upon their transfer to the Assignee.
(g) No Prepayment. The Assigned Debt has not been prepaid in full or in part, and
the full amount of the Assigned Debt is due and owing by the Debtor to the Assignor. The Debtor has been
given notice of this Assignment by the Assignor.
4.2 The representations, warranties and covenants contained in Section 4.1 are provided
for the exclusive benefit of the parties to this agreement, including the Debtor’s transfer agent, any brokerdealer,
and any third-parties engaged to render any legal opinions related hereto, and a breach of any one
or more thereof may be waived by the any party in whole or in part at any time without prejudice to its
rights in respect to any other breach of the same or any other representation or warranty or covenant.
5. Consent of Debtor.
5.1 The Debtor acknowledges, agrees, and consents to the assignment and rights of
conversion of the Acquired Debt, or any portion thereof.
5.2 The Debtor agrees and acknowledges that the Assignee is entitled to make demand for
full or partial payment of the Acquired Debt at any time pursuant to the terms of the Note and this
Agreement.
6. Right to Convert and Resell. The Debtor and the Assignee agree that at the Assignee’s option,
the Acquired Debt, or any portion thereof, may be converted into shares of common stock of the Debtor
(the “Shares”) subject to the terms of the Note, as amended. Any Shares acquired by Assignee through the
conversion of the Acquired Debt may only be resold by Assignee in compliance with the Securities Act of
1933, pursuant to a registration statement or an exemption from registration under the Securities Act of
1933. The terms of this section 6 shall modify and amend the Note, govern and control, if different from
the terms of the Note, as amended.
7. Representations, Warranties And Covenants Of The Debtor
7.1 The Debtor represents, warrants and covenants to the Assignee that:
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(a) the full amount of the Assigned Debt is now due, and has been owing for more
than one year prior to the date of this Agreement, and the Debt has not been prepaid in full or in part;
(b) the balance of the Debt as described and attached hereto in Schedule 1 is true
and correct, and is so recorded on Debtor’s financial records;
(c) the Debtor has had continuing operations from the original date of incorporation
to the present, and that it is not now, has never been, and will not become a “shell company” within the
definition of the term “shell company” as promulgated by the Securities and Exchange Commission.
7.2 The representations, warranties and covenants contained in Section 7.1 are provided
for the benefit of the parties to this agreement, including the Debtor’s transfer agent, any broker-dealer, and
any third-parties engaged to render any legal opinions related hereto, and a breach of any one or more
thereof may be waived by the any party in whole or in part at any time without prejudice to its rights in
respect to any other breach of the same or any other representation or warranty or covenant
8. Authorizations. Each of the Parties represent and warrant that each has the proper authorization
and power to enter into this agreement and effect the actions required herein, including, but not limited to,
necessary board resolutions or other approvals, as required.
9. Entire Agreement. This Agreement constitutes the complete understanding between the Parties
with respect to the subject matter hereof, and no alteration, amendment or modification of any of the terms
and provisions hereof shall be valid unless made pursuant to an instrument in writing signed by each party.
10. Fees and Costs. The Parties shall each bear their own fees and costs incurred in connection with
this Agreement.
11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective heirs, personal representatives, executors, successors and assigns.
12. Governing Law. This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of Utah.
13. Survival of Representations and Warranties. All representations and warranties made by the
Sellers and the Buyer shall survive the Closing.
14. Jurisdiction and Venue. Any claim or controversy arising out of or relating to the interpretation,
application or enforcement of any provision of this Agreement, shall be submitted for resolution to a court
of competent jurisdiction in New York. The parties hereby consent to personal jurisdiction and venue in
New York.
15. Construction and Severability. In the event any provision in this Agreement shall, for any reason,
be held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain such
invalid or unenforceable provision, and the rights and obligations of the parties hereto shall continue in full
force and effect and shall be construed and enforced in accordance with the remaining provisions hereof.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. A signed
copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as an original signed copy of this Agreement.
17. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience
only and shall not affect in any manner the meaning or interpretation of this Agreement.
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18. Rule of Construction Relating to Ambiguities. All Parties acknowledge that they have each
carefully read and reviewed this Agreement with their respective counsel and/or other representative, and
therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the
document shall not be applicable.
19. Deposit and Clearance: If the assignee is unable to deposit and clear the shares of the company
for any reason, the assignee may return any shares for cancellation to the transfer agent and (a) cancel the
transaction and not make payments to the assignor or (b) demand the return of any payments advanced by
the assignee to the assignor.
IN WITNESS WHEREOF this agreement was signed by the parties hereto as of the day and year first above
written.
ASSIGNEE:
FIREHOLE RIVER CAPITAL, LLC.
By: _____________________________________
Scott DeBo, Managing Member
ASSIGNOR:
NORAT & COMPANY, LLC.
By: _____________________________________
Paul Norat, Manager
DEBTOR:
LIGHTHOUSE PETROLEUM, INC.
By: _____________________________________
Gerard Danos, CEO
[Signature Page to Assignment of Debt Agreement]
ID20140507
Exhibit A
COPY OF THE NOTE
(Attached in the pages that immediately follow)
THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE,
THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE
OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
CONVERTIBLE PROMISSORY NOTE
$5,000.00 May 7, 2014
FOR VALUE RECEIVED, Lighthouse Petroleum, Inc., ("Borrower"
, promises to pay to the order of Norat
& Company, LLC, a Wyoming limited liability company ("Lender", its successors and/ assigns, at 1042
East Fort Union Boulevard, Suite 521, Midvale, Utah 84047 or at any other place specified by the Lender,
the principal sum of Five Thousand Dollars ($5,000.00) ("Principal" with interest at the rate set forth
herein.
This Note shall mature and become due and payable in full on or after May 6, 2015 (the "Maturity Date".
1. Terms of Repayment. Principal of and interest on this Note shall be paid by the Borrower as follows:
(a) On the Maturity Date, Borrower shall pay all principal and interest, unless otherwise converted at
Lender's choice (as defined in Section 2. below). Interest shall accrue at a rate of Twelve Percent (12%) per
annum.
(b) The Borrower further agrees that, if any payment made by the Borrower or any other person is applied to
this Note and is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or the proceeds of any property hereafter
pledged as security for this Note is required to be returned by Lender to the Borrower, its estate, trustee,
receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or repayment, the Borrower's liability
hereunder (and any lien, security interest or other collateral securing such liability) shall be and remain in
full force and effect, as fully as if such payment had never been made, or, if prior thereto any such lien,
security interest or other collateral hereunder securing the Borrower's liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender, this Note (and such lien, security interest
or other collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall
not diminish, release, discharge, impair or otherwise affect the obligations of the Borrower in respect to the
amount of such payment (or any lien, security interest or other collateral securing such obligation).
2. Conversion.
(a) The Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all
or any lesser portion of the outstanding balance of this Note into fully-paid and non-assessable shares of the
Borrower’s common stock (the “Conversion Shares”) at a conversion price per share equal to fifty percent
(50% (0.50)) (the “Multiplier”) of the lowest closing bid price for the Company’s common stock during the
thirty (30) trading days immediately preceding a conversion date, as officially reported on the principal
securities exchange on which the Borrower’s stock is listed (the “Closing Bid Price”) (“Conversion Price”);
provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower
than the Closing Bid Price, then the Conversion Price shall be adjusted such that the Multiplier shall be
multiplied by the closing bid price on the Clearing Date, and the Company shall issue additional shares to
Lender to reflect such adjusted conversion price (the “Reset Shares”); and, provided further, that if the
Company’s common stock is chilled, or becomes chilled by Deposit Trust Corporation (DTC), or if the
Company is listed on the OTC Markets with Yield Sign, Stop Sign or other trading restrictions (collectively
“Chilled”), at any point during the time that any portion of the principal and interest of the Note is converted
by Holder, then the Multiplier shall be adjusted to forty percent (40% (0.40)) for so long as the common
stock is Chilled; and the conversion dollar amount per conversion shall be reduced by a flat fee of $1,500.00
shall be charged to the Issuer to cover costs associated with the deposit of Chilled stocks for each
conversion, and Reset shares will be issued to reflect the adjusted conversion price. For purposes of this
Agreement, the “Clearing Date” shall be defined as the date in which the conversion shares are deposited
into the Lender’s brokerage account and Lender’s broker has confirmed with Lender that Lender may
execute trades of the conversion shares. The Clearing Date will be reported to Issuer, and Issuer will issue
Reset Shares if needed. The Company shall bear any and all miscellaneous expenses that may arise as a
result of conversion and delivery of shares of common stock in respect of the Note, including but not
limited to the cost of the issuance of a Rule 144 legal opinion, transfer agent fees, equity issuance and
deposit fees, etc. At Lender’s option, any accrued costs paid by Lender may be subtracted from the
dollar amount of any conversion of the Note. So long as this Note is outstanding, and prior to the complete
conversion or payment of this Note, if the Company shall issue any Common Stock for consideration per
share that is less than the Conversion Price that would be in effect at the time of such issuance, then, and
thereafter successively upon each such issuance, the Conversion Price shall be reduced to such other lower
issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common Stock, or of any warrant, right
or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the
issuance of the above described security, debt instrument, warrant, right or option, and again upon the
issuance of shares of Common Stock upon exercise of such conversion or purchase right if such issuance is
at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the
Borrower for no consideration will be deemed issuable or to have been issued for $0.000025 per share of
Common Stock. The reduction of the Conversion Price described in this paragraph is in addition to all other
rights of the Holder of this Note.
(b) To exercise any conversion, the holder of this Note shall submit to the Borrower and its transfer agent,
via electronic mail, fax, or otherwise, at the offices of the Borrower, a written notice in the form attached
hereto as Exhibit A, “Notice of Conversion,” and made a part hereof.
(c) All conversions shall be deemed to have been made at the time that Lender submits a Notice of
Conversion, as described above.
(d) The number of shares issuable upon conversion of this Note or repayment by the Borrower in shares
shall be proportionately adjusted if the Borrower shall declare a dividend of capital stock on its capital
stock, or subdivide its outstanding capital stock into a larger number of shares by reclassification, stock split
or otherwise, which adjustment shall be made effective immediately after the record date in the case of a
dividend, and immediately after the effective date in the case of a subdivision. The number of shares
issuable upon conversion of this Note or any part thereof shall be adjusted proportionately in the amount of
securities for which the shares have been changed or exchanged in another transaction for other stock or
securities, cash and/or any other property pursuant to a merger, consolidation or other combination, or
discounted at a negotiable rate at the Lender's request. The Borrower shall promptly provide the holder of
this Note with notice of any events mandating an adjustment to the conversion ratio, or for any planned
merger, consolidation, share exchange or sale of the Borrower, signed by the President and Chief Executive
Officer of Borrower.
3. Liability of the Borrower. The Borrower is unconditionally, and without regard to the liability of any
other person, liable for the payment and performance of this Note and such liability shall not be affected by
an extension of time, renewal, waiver, or modification of this Note or the release, substitution, or addition of
collateral for this Note. Each person signing this Note consents to any and all extensions of time, renewals,
waivers, or modifications, as well as to release, substitution, or addition of guarantors or collateral security,
without affecting the Borrower's liabilities hereunder. Lender is entitled to the benefits of any collateral
agreement, guarantee, security agreement, assignment, or any other documents which may be related to or
are applicable to the debt evidenced by this Note, all of which are collectively referred to as "Loan
Documents" as they now exist, may exist in the future, have existed, and as they may be amended,
modified, renewed, or substituted.
4. Representations and Warranties. The Borrower represents and warrants as follows: (i) the Borrower
is a corporation duly organized, validly existing and in good standing under the laws of the State of
Delaware; (ii) the execution, delivery and performance by the Borrower of this Note are within the
Borrower's powers, have been duly authorized by all necessary action, and do not contravene (A) the
Borrower's certificate of incorporation or (
bylaws or (1) any law or (2) any agreement or document
binding on or affecting the Borrower, not otherwise disclosed to the Lender prior to execution of this Note;
(iii) no authorization or approval or other action by, and no notice to or filing with, any governmental
authority, regulatory body or third person is required for the due execution, delivery and performance by the
Borrower of this Note; (iv) this Note constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms except as enforcement hereof may be limited
by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and
subject to the applicability of general principles of equity; (v) the Borrower has all requisite power and
authority to own and operate its property and assets and to conduct its business as now conducted and
proposed to be conducted and to consummate the transactions contemplated hereby; (vi) the Borrower is
duly qualified to conduct its business and is in good standing in each jurisdiction in which the character of
the properties owned or leased by it, or in which the transaction of its business makes such qualification
necessary; (vii) there is no pending or, to the Borrower 's knowledge, information or belief, threatened
action or proceeding affecting the Borrower before any governmental agency which challenges or relates to
this Note or which may otherwise have a material adverse effect on the Borrower; (viii) after giving effect
to the transactions contemplated by this Note, the Borrower is Solvent; (ix) the Borrower is not in violation
or default of any provision of (A) its certificate of incorporation or by-laws, each as currently in effect, or
( any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the
Borrower is subject not otherwise disclosed to the Lender prior to the execution of this Note; and (x) this
Note is validly issued, free of any taxes, liens, and encumbrances related to the issuance hereof and is not
subject to preemptive right or other similar right of members of the Borrower; and (xi) the Borrower has
taken all required action to reserve for issuance such number of shares of Common Stock as may be issuable
from time to time upon conversion of this Note.
5. Covenants. So long as any principal or interest is due hereunder and shall remain unpaid, the Borrower
will, unless the Lender shall otherwise consent in writing:
(a) Maintain and preserve its existence, rights and privileges;
(b) Not use the proceeds from the issuance of this Note in any way for any purpose that entails a violation
of, or is inconsistent with, Regulation U of the Board of Governors of the Federal Reserve System of the
United States of America;
(c) Comply in all material respects with all applicable laws (whether federal, state or local and whether
statutory, administrative or judicial, or other) and with every applicable lawful governmental order (whether
administrative or judicial), including all public reporting obligations;
(d) Provide Lender with current financial statements upon demand by Lender;
(e) Notify Lender of any address changes for Notification purposes of this agreement within three business
days.
6. Events of Default. Each and any of the following shall constitute a default and, after expiration of a
grace period, if any, shall constitute an "Event of Default" hereunder:
(a) the nonpayment of principal, late charges or any other costs or expenses promptly when due of any
amount payable under this Note or the nonpayment by the Borrower of any other obligation to the Lender;
(b) an Event of Default under this Note (other than a payment default described above), or any other failure
of the Borrower to observe or perform any present or future agreement of any nature whatsoever with
Lender, including, without limitation, any covenant set forth in this Note;
(c) if Borrower shall commence any case, proceeding or other action: (i) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
Borrowers, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt
or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or
other relief with respect to it or its debts; or (ii) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of its property, or the Borrower shall make a
general assignment for the benefit of its creditors; or (iii) there shall be commenced against the Borrower
any case, proceeding or other action of a nature referred to above or seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its property, which
case, proceeding or other action results in the entry of any order for relief or remains undismissed,
undischarged or unbonded for a period of Sixty (60) days; or (iii) the Borrower shall take any action
indicating its consent to, approval of, or acquiescence in, or in furtherance of, any of the acts set forth; or
(iv) the Borrower shall generally not, or shall be unable to, pay its debts as they become due or shall admit
in writing its inability to pay its debts;
(d) any representation or warranty made by the Borrower or any other person or entity under this Note or
under any other Loan Documents shall prove to have been incorrect in any material respect when made.
7. Lender's Rights Upon Default. Upon the occurrence of any Event of Default, the Lender may, at its
sole and exclusive option, do any or all of the following, either concurrently or separately: (a) accelerate the
maturity of this Note and demand immediate payment in full, whereupon the outstanding principal amount
of the Note and all obligations of Borrower to Lender, together with accrued interest thereon and accrued
charges and costs, shall become immediately due and payable without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived; and (b) exercise all legally available
rights and privileges.
8. Default Interest Rate. Upon an Event of Default, without any further action on the Part of Lender,
interest will thereafter accrue at the rate of twenty four Percent (24%) per annum (the Default Rate", until
all outstanding principal, interest and fees are repaid in full by Borrower.
9. Securities Law Compliance. Lender has been advised that the Note has not been registered under the
Securities Act, or any state securities laws and, therefore, cannot be resold unless it is registered under the
Securities Act and applicable state securities laws or unless an exemption from such registration
requirements is available. Such Lender has not been formed solely for the purpose of making this
investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and
not with a view to, or for resale in connection with, the distribution thereof. Lender has such knowledge and
experience in financial and business matters that such Lender is capable of evaluating the merits and risks of
such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of
such investment for an indefinite period of time. Lender is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act. Lender is able to bear the economic risk of the purchase
of the Note.
10. Usury. In no event shall the amount of interest paid or agreed to be paid hereunder exceed the highest
lawful rate permissible under applicable law. Any excess amount of deemed interest shall be null and void
and shall not interfere with or affect the Borrower's obligation to repay the principal of and interest on the
Note. This confirms that the Borrower and, by its acceptance of this Note, the Lender intend to contract in
strict compliance with applicable usury laws from time to time in effect. Accordingly, the Borrower and the
Lender stipulate and agree that none of the terms and provisions contained herein shall ever be construed to
create a contract to pay, for the use or forbearance of money, interest in excess of the maximum amount of
interest permitted to be charged by applicable law from time to time in effect.
11. Prepayment. This Note may be prepaid in whole or in part, at any time, without the prior written
consent of the Lender.
12. Costs of Enforcement. Borrower hereby covenants and agrees to indemnify, defend and hold Lender
harmless from and against all costs and expenses, including reasonable attorneys' fees and their costs,
together with interest thereon at the Prime Rate, incurred by Lender in enforcing its rights under this Note;
or if Lender is made a party as a defendant in any action or proceeding arising out of or in connection with
its status as a lender, or if Lender is requested to respond to any subpoena or other legal process issued in
connection with this Note; or reasonable disbursements arising out of any costs and expenses, including
reasonable attorneys' fees and their costs incurred in any bankruptcy case; or for any legal or appraisal
reviews, advice or counsel performed for Lender following a request by Borrower for waiver, modification
or amendment of this Note or any of the other Loan Documents.
13. Assignment. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender
and their respective successors and assigns; provided that the Borrower may not assign this Note, in whole
or in part, by operation of law or otherwise, without the prior written consent of the Lender. The Lender
may assign or otherwise participate out all or part of, or any interest in, its rights and benefits hereunder and
to the extent of such assignment or participation such assignee shall have the same rights and benefits
against the Borrower as it would have had if it were the Lender.
14. Governing Law. This Note, and any claims arising out of relating to this Note, whether in contract or
tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws
of the State of Utah without regard to principles of conflicts of laws.
15. Consent to Jurisdiction. The Borrower consents that any legal action or proceeding against it under,
arising out of or in any manner relating to this note, or any other instrument or document executed and
delivered in connection herewith shall be brought exclusively in any court of the State of Utah or in the
united states district court for the district of Utah. The Borrower, by the execution and delivery of this note,
expressly and irrevocably consents and submits to the personal jurisdiction of any of such courts in any such
action or proceedings. The Borrower agrees that personal jurisdiction over it may be obtained by the
delivery of a summons by personal delivery or overnight courier at the address provided in section 16 of this
note. Assuming delivery of the summons in accordance with this provision, the Borrower hereby expressly
and irrevocably waives any alleged lack of personal jurisdiction, improper venue or forum non-conveniens
or any similar basis.
16. Notices.
(a) For a notice or other communication under this agreement to be valid, it must be in writing and signed
by the sending party, and the sending party must use one of the following methods of delivery: (1) personal
delivery; (2) registered or certified mail, in each case return receipt requested and postage prepaid; (3)
registered or certified electronic mail; (4) electronic mail acknowledged by recipient; and (5) nationally
recognized overnight courier, with all fees prepaid.
(b) For a notice or other communication under this agreement to be valid, it must be addressed to the
receiving party at the one or more addresses listed below for the receiving party or to any other address
designated by the receiving party in a notice in accordance with this section 17.
If to Borrower
Lighthouse Petroleum, Inc.
3900 N. Causeway Blvd., Suite 1200
Metairie, LA 70002
Attn: Gerard Danos, or Presiding Officer
Fax: (928) 496-2007
gerard.danos@yahoo.com
If to Lender
Norat & Company, LLC
1042 Fort Union Blvd, #521
Midvale, UT 84047
Attn: Paul Norat
Fax: (801) 747-2001
(c) Subject to section 17(d), a valid notice or other communication under this agreement will be effective
when received by the receiving party. A notice or other communication will be deemed to have been
received as follows: (1) if it is delivered in person or sent by registered or certified mail or by nationally
recognized overnight courier, upon receipt as indicated by the date on the signed receipt; and (2) if the
receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in
address for which no notice was given, then upon that rejection, refusal, or inability to deliver.
(d) If a notice or other communication is received after 5:00 p.m. on a business day at the location specified
in the address for the receiving party, or on a day that is not a business day, then the notice will be deemed
received at 9:00 a.m. on the next business day.
17. Miscellaneous. (a) Borrower hereby waives protest, notice of protest, presentment, dishonor, and
demand. (b) Time is of the essence for each of Borrower's covenants under this Note. (c) The rights and
privileges of Lender under this Note shall inure to the benefit of its successors and assigns. All obligations
of Borrower in connection with this Note shall bind Borrower's successors and assigns, and Lender's
conversion rights shall succeed to any successor securities to Borrower's common stock. (d) If any provision
of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof, but this Note shall be construed as if such invalid or
unenforceable provision had never been contained herein. (e) The waiver of any Event of Default or the
failure of Lender to exercise any right or remedy to which it may be entitled shall not be deemed a waiver of
any subsequent Event of Default or Lender's right to exercise that or any other right or remedy to which
Lender is entitled. No delay or omission by Lender in exercising, or failure by Lender to exercise on anyone
or more occasions, shall be construed as a waiver or novation of this Note or prevent the subsequent
exercise of any or all such rights. (f) This Note may not be waived, changed, modified, or discharged orally,
but only in writing.
18. Definitions. As used herein, the term "Solvent" shall mean, with respect to any person or entity on a
particular date, that on such date (i) the fair value of the property of such person or entity is not less than the
total amount of the liabilities of such person or entity, (ii) the present fair salable value of the assets of such
person or entity is not less than the amount required to pay the probable liability on such person's existing
debts as they become absolute and matured, (iii) such person or entity is able to realize upon its assets and
pay its debts and other liabilities, (iv) such person or entity does not intend to, and does not believe that it
will, incur debts or liabilities beyond such person or entity's ability to pay as such debts and liabilities
mature and (v) such person or entity is not engaged in business or a transaction, and is not about to engage
in a business or a transaction, for which such person's or entity's property would constitute unreasonably
small capital.
IN WITNESS WHEREOF, the undersigned has executed this Convertible Promissory Note as of
the date first set forth above.
BORROWER:
Lighthouse Petroleum, Inc.
By: ______________________________
Gerard Danos, Chief Executive Officer
LIGHTHOUSE PETROLEUM, INC.
Written Consent of Directors
To Action Taken Without a Meeting
The undersigned, being all of the directors (the “Directors”) of Lighthouse Petroleum, Inc., a
Delaware corporation (the “Corporation”), acting pursuant to the Nevada Revised Statutes and the
Corporation’s by-laws, hereby waive all notice of the time, place and purposes of a meeting of the Board
of Directors of the Corporation and hereby consent and agree in writing to the adoption of the following
resolutions:
WHEREAS, the Corporation owes $5,776.66 plus interest and fees to Norat &
Company, LLC (“Lender”), represented by that certain Convertible Promissory Note dated May
7, 2014 (the “Debt”);
WHEREAS, pursuant to the terms of the Debt agreements, the Lender has the
irrevocable right to convert the Debt to common stock of the Corporation in exchange for relief
of the Debt (“Conversion”), at Lender’s sole discretion, immediately upon Lender’s presentation
of a notice of conversion to the Corporation’s transfer agent (“Notice of Conversion”);
WHEREAS, in order to preserve and provide for the Lender’s rights of Conversion, it is
necessary to authorize and instruct the Corporation’s transfer agent, Madison Stock Transfer,
Inc., or its successors (“Transfer Agent”) to honor any Notice of Conversion it receives from
Lender upon receipt, unilaterally, without further authorization or action from the Corporation;
WHEREAS, in order to preserve and provide for the Lender’s rights of Conversion, it is
necessary to authorize and instruct the Transfer Agent to reserve a sufficient number of the
Corporation’s authorized shares to provide for Conversion of the Debt (the “Reserved Shares”);
NOW, THEREFORE, BE IT RESOLVED THAT:
Authorization of Issuance of Shares for Debt
1. Consent to Debt Issuance. The Board of Directors hereby acknowledges and consents to
the issuance of the Debt, whether concurrently or retroactively issued.
2. Approval of Conversion. The Board of Directors hereby acknowledges and consents to
the Conversion of the Debt, pursuant to the terms of the Debt agreements, as amended.
3. Issuances of Shares for Debt. The Board of Directors hereby gives standing, irrevocable
approval and instructions to the Transfer Agent to issue stock to Lender pursuant to the
Debt agreements, as amended, immediately upon its receipt of a Notice of Conversion
from Lender, without further authorization or action from the Corporation.
4. Exemption. Such issuances of the shares of common stock to the Lender are issued
pursuant to 144 holding period guidelines of the Securities Act of 1933, as amended (the
“Securities Act”). The restrictive legend will be removed as per these guidelines.
5. Reserved Shares. The Board of Directors hereby gives standing, irrevocable approval and
instructions to the Transfer Agent to reserve from the authorized stock 115,000,000
shares of the Common Stock to be set aside for Conversion of the Debt by Lender, at the
sole discretion of Lender, which amount shall be amended by Lender pursuant to the
Debt agreements, until Transfer Agent receives written confirmation from Lender that the
Debt is satisfied.
6. Blanket Opinion. The Board of Directors hereby gives standing, irrevocable approval and
instructions to the Transfer Agent to rely on any blanket opinion obtained for purposes of
obtaining an exemption from registration to issue stock to Lender pursuant to Conversion
of the Debt.
7. Transfer Agent Communication. The Board of Directors hereby gives standing,
irrevocable approval and instructions to the Transfer Agent to give Lender full access to
information related to the issued, authorized, and reserved share counts, upon demand.
8. Officer Authorization. Any one Executive Officer of the Corporation is hereby authorized
and directed for and on behalf of the Corporation to do and perform all acts and things,
and execute and deliver all documents, and take all such other steps as may be necessary
or desirable to give full effect to the consent resolutions set forth above.
October 7, 2014
_____________________
Gerard Danos, Director
Lighthouse Petroleum, Inc.
3900 N. Causeway Blvd., Suite 1200
Metairie, LA 70002
Transfer Agent Instructions
October 7, 2014
Madison Stock Transfer, Inc.
1688 E 16th St # 7
Brooklyn, NY 11229
Attention: Mr. Michael Ajzenman
Dear Sirs:
Lighthouse Petroleum, Inc., Inc., a Delaware corporation (the "Company" and Norat & Company, LLC,
a Wyoming limited liability company (the "Lender" have entered into a Convertible Promissory Note
dated May 7, 2014, as amended (the "Note", having an outstanding principal balance of $5,776.66, plus
interest and fees (the "Note".
The Note entitles the Lender, “at its option, to convert all or any lesser portion of the outstanding balance
of the Note into fully-paid and non-assessable shares of the Borrower’s common stock (the “Conversion
Shares”) at a conversion price per share equal to fifty percent (50% (0.50)) (the “Multiplier”) of the
lowest closing bid price for the Company’s common stock during the thirty (30) trading days immediately
preceding a conversion date… (the “Conversion Price”).”
A copy of the Note is attached hereto. You should familiarize yourself with your issuance and delivery
obligations, as Transfer Agent, contained therein. The shares to be issued are to be registered in the
name of the registered holder of the securities submitted for conversion or exercise as described on any
Notice of Conversion.
You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common
stock (“Common Stock”) of the Company, the initial amount being 115,000,000, for issuance upon full
conversion of the Note in accordance with the terms thereof. The amount of Common Stock so reserved
may be increased, from time to time, by written instructions of the Lender, at its sole discretion. Reserve
shares shall be equal to 150% of the value of the Note divided by the Conversion Price. The Lender shall
have the right to periodically request that the reserve shares be adjusted accordingly.
The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the
Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the
Company (without any restrictive legend) to the Lender without any further action, authorization, or
confirmation by the Company upon: (A) your receipt from the Lender of (i) a notice of conversion
("Notice of Conversion" executed by the Lender, and (ii) an opinion of counsel of the Lender in form,
substance, and scope customary for opinions of counsel in comparable transactions (and satisfactory to
the transfer agent), to the effect that the shares of Common Stock of the Company issued to the Lender
pursuant to the Conversion Notice are not "restricted securities" as defined in Rule 144 and should be
issued to the Lender without any restrictive legend; and ( the number of shares to be issued is less than
9.99% of the total issued common stock of the Company.
The Company hereby requests that your firm cooperate and act immediately, without delay and without
the need for any further approval or communication from the Company with respect to the issuance of
Common Stock pursuant to any Notice of Conversion received from the Lender.
The Company shall indemnify you and your officers, directors, principals, partners, agents and
representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim
or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the
performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of
defending yourself or themselves against any claim or liability hereunder, except that the Company shall
not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or
any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you
shall be entitled to rely in this regard on the advice of counsel.
The Board of Directors of the Company has approved the foregoing irrevocable instructions and does
hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or
expense in carrying out the authority and direction herein contained on the terms herein set forth.
The Company agrees that in the event that you resign as the Company’s transfer agent, the Company shall
engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company
and be bound by the terms and conditions of these irrevocable instructions within five (5) business days.
The Lender is intended to be, and is, a third party beneficiary hereof, and no amendment or modification
to the instructions set forth herein may be made without the consent of the Lender.
Very truly yours,
LIGHTHOUSE PETROLEUM, INC.
____________________________________
By: Gerard Danos
Chief Executive Officer
Acknowledged and Agreed:
____________________________________
Madison Stock Transfer, Inc.
By: Michael Ajzenman
Owner/Principal
[Transfer Agent, please fax executed copy directly to 801-747-2001 or email directly to:
pnorat@noratcompany.com]
60 – 98th Ave. Suite 100
Oakland, CA 94603
Phone: 1(510) 343-9500
Supplemental Information Disclosure for Supurva Healthcare Group, Inc. (the “Company”):
1. This Supplemental Information Disclosure covers information previously not disclosed
by the Company.
ID20140507
1
ASSIGNMENT OF DEBT AGREEMENT
THIS ASSIGNMENT OF DEBT AGREEMENT dated July 17, 2015
BY AND AMONG:
FIREHOLE RIVER CAPITAL, LLC., a limited liability company organized under the laws of
the Utah, with an office located at 175 South Main Street, Suite 1410, Salt Lake City, UT 84111
(the “ASSIGNEE”);
NORAT & COMPANY, LLC, a limited liability company organized under the laws of Wyoming,
with an address at 1042 Fort Union Blvd, #521, Midvale, UT 84047 (the “ASSIGNOR”);
AND:
LIGHTHOUSE PETROLEUM, INC., a corporation organized under the laws of Delaware,
USA, with and office located at 78342 Highway 1077 Folsom, LA 70437 (the “DEBTOR”).
WHEREAS:
A. The Assignor is the beneficial owner of that certain promissory note, dated May 7, 2014, issued by
Debtor, in the original principal balance of $5,000, a copy of which is attached hereto as Exhibit A
(the “Note”), having a past due balance owed as of the date of this Agreement, as amended,
including principal, interest, and fees, of $6,447.58 (the “Debt”), as itemized in Schedule 1
“Statement of Account” attached hereto,
B. The Assignor wishes to sell, grant, assign, and transfer $6,447.58 of the Debt (the “Assigned Debt”)
to Assignee, and Assignee wishes to purchase the Assigned Debt upon the terms and conditions set
forth in this agreement (the “Agreement”).
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the premises and the
mutual promises, covenants, conditions, representations and warranties hereinafter contained, the parties to
this agreement (the “Parties”), intending to be legally bound, agree as follows:
1. Sale and Transfer of the Assigned Debt. Upon the execution of this Agreement (the “Closing”) and
subject to the terms and conditions of this Agreement, the Assignor shall sell, grant, assign, convey and
deliver to the Assignee, and the Assignee shall purchase and accept from the Assignor, the Assigned
Debt, including all right and obligations thereunder, for the purchase price specified in Section 2 below.
The Assigned Debt shall be subject to the terms of the Note, except such terms that are amended by
this Agreement.
2. Purchase Price. In exchange for the Convertible Debt, the Assignee shall pay $6,500.00 cash to
the Assignor at the time of Closing by wire transfer, as per Assignor’s “Disbursement Instructions” attached
hereto as Schedule 2.
3. Delivery of Note. At the Closing, the Assignor shall deliver to the Assignee one or more notes
representing the Assigned Debt.
4. Representations, Warranties And Covenants Of The Assignor
4.1 The Assignor represents, warrants and covenants to the Assignee that:
(a) Authority. The Assignor has all necessary power and authority to execute,
deliver and perform this Agreement and to consummate the transactions provided for herein. This
Agreement has been duly authorized, executed and delivered by the Assignor and constitutes a valid and
ID20140507
2
binding obligation of the Assignor enforceable in accordance with its terms. The execution, delivery and
performance of this Agreement by the Assignor does not and will not violate any provision of any law,
regulation or order, or conflict with or result in the breach of, or constitute a default under, any material
agreement or instrument to which the Sellers are a party or by which the Sellers may be bound or affected.
(b) Title. The Assignor has good and marketable title to the Convertible Debt free
and clear of all liens and encumbrances, and has the ability to freely transfer the Assigned Debt.
(c) Non-Affiliate Status. The Assignor is not now, and has not been during the three
months immediately preceding the date of this agreement, and will not become by exercising any rights
granted or conveyed by this agreement, an affiliate of the Company or its predecessor(s), as such term is
defined in the Securities Act of 1933, as amended (the “Securities Act”).
(d) Holding Period. The Debt has been beneficially owned by the Assignor for at
least one year prior to the date of this letter.
(e) Full Consideration Paid. The Assignor has paid full consideration of the Debt at
least one year prior to the date of this agreement.
(f) Duly Endorsed. Assignor hereby represents and warrants to the Assignee that
certificates representing the Assigned Debt will be duly endorsed upon their transfer to the Assignee.
(g) No Prepayment. The Assigned Debt has not been prepaid in full or in part, and
the full amount of the Assigned Debt is due and owing by the Debtor to the Assignor. The Debtor has been
given notice of this Assignment by the Assignor.
4.2 The representations, warranties and covenants contained in Section 4.1 are provided
for the exclusive benefit of the parties to this agreement, including the Debtor’s transfer agent, any brokerdealer,
and any third-parties engaged to render any legal opinions related hereto, and a breach of any one
or more thereof may be waived by the any party in whole or in part at any time without prejudice to its
rights in respect to any other breach of the same or any other representation or warranty or covenant.
5. Consent of Debtor.
5.1 The Debtor acknowledges, agrees, and consents to the assignment and rights of
conversion of the Acquired Debt, or any portion thereof.
5.2 The Debtor agrees and acknowledges that the Assignee is entitled to make demand for
full or partial payment of the Acquired Debt at any time pursuant to the terms of the Note and this
Agreement.
6. Right to Convert and Resell. The Debtor and the Assignee agree that at the Assignee’s option,
the Acquired Debt, or any portion thereof, may be converted into shares of common stock of the Debtor
(the “Shares”) subject to the terms of the Note, as amended. Any Shares acquired by Assignee through the
conversion of the Acquired Debt may only be resold by Assignee in compliance with the Securities Act of
1933, pursuant to a registration statement or an exemption from registration under the Securities Act of
1933. The terms of this section 6 shall modify and amend the Note, govern and control, if different from
the terms of the Note, as amended.
7. Representations, Warranties And Covenants Of The Debtor
7.1 The Debtor represents, warrants and covenants to the Assignee that:
ID20140507
3
(a) the full amount of the Assigned Debt is now due, and has been owing for more
than one year prior to the date of this Agreement, and the Debt has not been prepaid in full or in part;
(b) the balance of the Debt as described and attached hereto in Schedule 1 is true
and correct, and is so recorded on Debtor’s financial records;
(c) the Debtor has had continuing operations from the original date of incorporation
to the present, and that it is not now, has never been, and will not become a “shell company” within the
definition of the term “shell company” as promulgated by the Securities and Exchange Commission.
7.2 The representations, warranties and covenants contained in Section 7.1 are provided
for the benefit of the parties to this agreement, including the Debtor’s transfer agent, any broker-dealer, and
any third-parties engaged to render any legal opinions related hereto, and a breach of any one or more
thereof may be waived by the any party in whole or in part at any time without prejudice to its rights in
respect to any other breach of the same or any other representation or warranty or covenant
8. Authorizations. Each of the Parties represent and warrant that each has the proper authorization
and power to enter into this agreement and effect the actions required herein, including, but not limited to,
necessary board resolutions or other approvals, as required.
9. Entire Agreement. This Agreement constitutes the complete understanding between the Parties
with respect to the subject matter hereof, and no alteration, amendment or modification of any of the terms
and provisions hereof shall be valid unless made pursuant to an instrument in writing signed by each party.
10. Fees and Costs. The Parties shall each bear their own fees and costs incurred in connection with
this Agreement.
11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective heirs, personal representatives, executors, successors and assigns.
12. Governing Law. This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of Utah.
13. Survival of Representations and Warranties. All representations and warranties made by the
Sellers and the Buyer shall survive the Closing.
14. Jurisdiction and Venue. Any claim or controversy arising out of or relating to the interpretation,
application or enforcement of any provision of this Agreement, shall be submitted for resolution to a court
of competent jurisdiction in New York. The parties hereby consent to personal jurisdiction and venue in
New York.
15. Construction and Severability. In the event any provision in this Agreement shall, for any reason,
be held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain such
invalid or unenforceable provision, and the rights and obligations of the parties hereto shall continue in full
force and effect and shall be construed and enforced in accordance with the remaining provisions hereof.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. A signed
copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as an original signed copy of this Agreement.
17. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience
only and shall not affect in any manner the meaning or interpretation of this Agreement.
ID20140507
4
18. Rule of Construction Relating to Ambiguities. All Parties acknowledge that they have each
carefully read and reviewed this Agreement with their respective counsel and/or other representative, and
therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the
document shall not be applicable.
19. Deposit and Clearance: If the assignee is unable to deposit and clear the shares of the company
for any reason, the assignee may return any shares for cancellation to the transfer agent and (a) cancel the
transaction and not make payments to the assignor or (b) demand the return of any payments advanced by
the assignee to the assignor.
IN WITNESS WHEREOF this agreement was signed by the parties hereto as of the day and year first above
written.
ASSIGNEE:
FIREHOLE RIVER CAPITAL, LLC.
By: _____________________________________
Scott DeBo, Managing Member
ASSIGNOR:
NORAT & COMPANY, LLC.
By: _____________________________________
Paul Norat, Manager
DEBTOR:
LIGHTHOUSE PETROLEUM, INC.
By: _____________________________________
Gerard Danos, CEO
[Signature Page to Assignment of Debt Agreement]
ID20140507
Exhibit A
COPY OF THE NOTE
(Attached in the pages that immediately follow)
THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE,
THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE
OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
CONVERTIBLE PROMISSORY NOTE
$5,000.00 May 7, 2014
FOR VALUE RECEIVED, Lighthouse Petroleum, Inc., ("Borrower"
, promises to pay to the order of Norat & Company, LLC, a Wyoming limited liability company ("Lender"
, its successors and/ assigns, at 1042 East Fort Union Boulevard, Suite 521, Midvale, Utah 84047 or at any other place specified by the Lender,
the principal sum of Five Thousand Dollars ($5,000.00) ("Principal"
with interest at the rate set forth herein.
This Note shall mature and become due and payable in full on or after May 6, 2015 (the "Maturity Date"
. 1. Terms of Repayment. Principal of and interest on this Note shall be paid by the Borrower as follows:
(a) On the Maturity Date, Borrower shall pay all principal and interest, unless otherwise converted at
Lender's choice (as defined in Section 2. below). Interest shall accrue at a rate of Twelve Percent (12%) per
annum.
(b) The Borrower further agrees that, if any payment made by the Borrower or any other person is applied to
this Note and is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or the proceeds of any property hereafter
pledged as security for this Note is required to be returned by Lender to the Borrower, its estate, trustee,
receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or repayment, the Borrower's liability
hereunder (and any lien, security interest or other collateral securing such liability) shall be and remain in
full force and effect, as fully as if such payment had never been made, or, if prior thereto any such lien,
security interest or other collateral hereunder securing the Borrower's liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender, this Note (and such lien, security interest
or other collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall
not diminish, release, discharge, impair or otherwise affect the obligations of the Borrower in respect to the
amount of such payment (or any lien, security interest or other collateral securing such obligation).
2. Conversion.
(a) The Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all
or any lesser portion of the outstanding balance of this Note into fully-paid and non-assessable shares of the
Borrower’s common stock (the “Conversion Shares”) at a conversion price per share equal to fifty percent
(50% (0.50)) (the “Multiplier”) of the lowest closing bid price for the Company’s common stock during the
thirty (30) trading days immediately preceding a conversion date, as officially reported on the principal
securities exchange on which the Borrower’s stock is listed (the “Closing Bid Price”) (“Conversion Price”);
provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower
than the Closing Bid Price, then the Conversion Price shall be adjusted such that the Multiplier shall be
multiplied by the closing bid price on the Clearing Date, and the Company shall issue additional shares to
Lender to reflect such adjusted conversion price (the “Reset Shares”); and, provided further, that if the
Company’s common stock is chilled, or becomes chilled by Deposit Trust Corporation (DTC), or if the
Company is listed on the OTC Markets with Yield Sign, Stop Sign or other trading restrictions (collectively
“Chilled”), at any point during the time that any portion of the principal and interest of the Note is converted
by Holder, then the Multiplier shall be adjusted to forty percent (40% (0.40)) for so long as the common
stock is Chilled; and the conversion dollar amount per conversion shall be reduced by a flat fee of $1,500.00
shall be charged to the Issuer to cover costs associated with the deposit of Chilled stocks for each
conversion, and Reset shares will be issued to reflect the adjusted conversion price. For purposes of this
Agreement, the “Clearing Date” shall be defined as the date in which the conversion shares are deposited
into the Lender’s brokerage account and Lender’s broker has confirmed with Lender that Lender may
execute trades of the conversion shares. The Clearing Date will be reported to Issuer, and Issuer will issue
Reset Shares if needed. The Company shall bear any and all miscellaneous expenses that may arise as a
result of conversion and delivery of shares of common stock in respect of the Note, including but not
limited to the cost of the issuance of a Rule 144 legal opinion, transfer agent fees, equity issuance and
deposit fees, etc. At Lender’s option, any accrued costs paid by Lender may be subtracted from the
dollar amount of any conversion of the Note. So long as this Note is outstanding, and prior to the complete
conversion or payment of this Note, if the Company shall issue any Common Stock for consideration per
share that is less than the Conversion Price that would be in effect at the time of such issuance, then, and
thereafter successively upon each such issuance, the Conversion Price shall be reduced to such other lower
issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common Stock, or of any warrant, right
or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the
issuance of the above described security, debt instrument, warrant, right or option, and again upon the
issuance of shares of Common Stock upon exercise of such conversion or purchase right if such issuance is
at a price lower than the then applicable Conversion Price. Common Stock issued or issuable by the
Borrower for no consideration will be deemed issuable or to have been issued for $0.000025 per share of
Common Stock. The reduction of the Conversion Price described in this paragraph is in addition to all other
rights of the Holder of this Note.
(b) To exercise any conversion, the holder of this Note shall submit to the Borrower and its transfer agent,
via electronic mail, fax, or otherwise, at the offices of the Borrower, a written notice in the form attached
hereto as Exhibit A, “Notice of Conversion,” and made a part hereof.
(c) All conversions shall be deemed to have been made at the time that Lender submits a Notice of
Conversion, as described above.
(d) The number of shares issuable upon conversion of this Note or repayment by the Borrower in shares
shall be proportionately adjusted if the Borrower shall declare a dividend of capital stock on its capital
stock, or subdivide its outstanding capital stock into a larger number of shares by reclassification, stock split
or otherwise, which adjustment shall be made effective immediately after the record date in the case of a
dividend, and immediately after the effective date in the case of a subdivision. The number of shares
issuable upon conversion of this Note or any part thereof shall be adjusted proportionately in the amount of
securities for which the shares have been changed or exchanged in another transaction for other stock or
securities, cash and/or any other property pursuant to a merger, consolidation or other combination, or
discounted at a negotiable rate at the Lender's request. The Borrower shall promptly provide the holder of
this Note with notice of any events mandating an adjustment to the conversion ratio, or for any planned
merger, consolidation, share exchange or sale of the Borrower, signed by the President and Chief Executive
Officer of Borrower.
3. Liability of the Borrower. The Borrower is unconditionally, and without regard to the liability of any
other person, liable for the payment and performance of this Note and such liability shall not be affected by
an extension of time, renewal, waiver, or modification of this Note or the release, substitution, or addition of
collateral for this Note. Each person signing this Note consents to any and all extensions of time, renewals,
waivers, or modifications, as well as to release, substitution, or addition of guarantors or collateral security,
without affecting the Borrower's liabilities hereunder. Lender is entitled to the benefits of any collateral
agreement, guarantee, security agreement, assignment, or any other documents which may be related to or
are applicable to the debt evidenced by this Note, all of which are collectively referred to as "Loan
Documents" as they now exist, may exist in the future, have existed, and as they may be amended,
modified, renewed, or substituted.
4. Representations and Warranties. The Borrower represents and warrants as follows: (i) the Borrower
is a corporation duly organized, validly existing and in good standing under the laws of the State of
Delaware; (ii) the execution, delivery and performance by the Borrower of this Note are within the
Borrower's powers, have been duly authorized by all necessary action, and do not contravene (A) the
Borrower's certificate of incorporation or (
bylaws or (1) any law or (2) any agreement or document binding on or affecting the Borrower, not otherwise disclosed to the Lender prior to execution of this Note;
(iii) no authorization or approval or other action by, and no notice to or filing with, any governmental
authority, regulatory body or third person is required for the due execution, delivery and performance by the
Borrower of this Note; (iv) this Note constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms except as enforcement hereof may be limited
by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and
subject to the applicability of general principles of equity; (v) the Borrower has all requisite power and
authority to own and operate its property and assets and to conduct its business as now conducted and
proposed to be conducted and to consummate the transactions contemplated hereby; (vi) the Borrower is
duly qualified to conduct its business and is in good standing in each jurisdiction in which the character of
the properties owned or leased by it, or in which the transaction of its business makes such qualification
necessary; (vii) there is no pending or, to the Borrower 's knowledge, information or belief, threatened
action or proceeding affecting the Borrower before any governmental agency which challenges or relates to
this Note or which may otherwise have a material adverse effect on the Borrower; (viii) after giving effect
to the transactions contemplated by this Note, the Borrower is Solvent; (ix) the Borrower is not in violation
or default of any provision of (A) its certificate of incorporation or by-laws, each as currently in effect, or
(
any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the Borrower is subject not otherwise disclosed to the Lender prior to the execution of this Note; and (x) this
Note is validly issued, free of any taxes, liens, and encumbrances related to the issuance hereof and is not
subject to preemptive right or other similar right of members of the Borrower; and (xi) the Borrower has
taken all required action to reserve for issuance such number of shares of Common Stock as may be issuable
from time to time upon conversion of this Note.
5. Covenants. So long as any principal or interest is due hereunder and shall remain unpaid, the Borrower
will, unless the Lender shall otherwise consent in writing:
(a) Maintain and preserve its existence, rights and privileges;
(b) Not use the proceeds from the issuance of this Note in any way for any purpose that entails a violation
of, or is inconsistent with, Regulation U of the Board of Governors of the Federal Reserve System of the
United States of America;
(c) Comply in all material respects with all applicable laws (whether federal, state or local and whether
statutory, administrative or judicial, or other) and with every applicable lawful governmental order (whether
administrative or judicial), including all public reporting obligations;
(d) Provide Lender with current financial statements upon demand by Lender;
(e) Notify Lender of any address changes for Notification purposes of this agreement within three business
days.
6. Events of Default. Each and any of the following shall constitute a default and, after expiration of a
grace period, if any, shall constitute an "Event of Default" hereunder:
(a) the nonpayment of principal, late charges or any other costs or expenses promptly when due of any
amount payable under this Note or the nonpayment by the Borrower of any other obligation to the Lender;
(b) an Event of Default under this Note (other than a payment default described above), or any other failure
of the Borrower to observe or perform any present or future agreement of any nature whatsoever with
Lender, including, without limitation, any covenant set forth in this Note;
(c) if Borrower shall commence any case, proceeding or other action: (i) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
Borrowers, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt
or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or
other relief with respect to it or its debts; or (ii) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of its property, or the Borrower shall make a
general assignment for the benefit of its creditors; or (iii) there shall be commenced against the Borrower
any case, proceeding or other action of a nature referred to above or seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its property, which
case, proceeding or other action results in the entry of any order for relief or remains undismissed,
undischarged or unbonded for a period of Sixty (60) days; or (iii) the Borrower shall take any action
indicating its consent to, approval of, or acquiescence in, or in furtherance of, any of the acts set forth; or
(iv) the Borrower shall generally not, or shall be unable to, pay its debts as they become due or shall admit
in writing its inability to pay its debts;
(d) any representation or warranty made by the Borrower or any other person or entity under this Note or
under any other Loan Documents shall prove to have been incorrect in any material respect when made.
7. Lender's Rights Upon Default. Upon the occurrence of any Event of Default, the Lender may, at its
sole and exclusive option, do any or all of the following, either concurrently or separately: (a) accelerate the
maturity of this Note and demand immediate payment in full, whereupon the outstanding principal amount
of the Note and all obligations of Borrower to Lender, together with accrued interest thereon and accrued
charges and costs, shall become immediately due and payable without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived; and (b) exercise all legally available
rights and privileges.
8. Default Interest Rate. Upon an Event of Default, without any further action on the Part of Lender,
interest will thereafter accrue at the rate of twenty four Percent (24%) per annum (the Default Rate"
, until all outstanding principal, interest and fees are repaid in full by Borrower.
9. Securities Law Compliance. Lender has been advised that the Note has not been registered under the
Securities Act, or any state securities laws and, therefore, cannot be resold unless it is registered under the
Securities Act and applicable state securities laws or unless an exemption from such registration
requirements is available. Such Lender has not been formed solely for the purpose of making this
investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and
not with a view to, or for resale in connection with, the distribution thereof. Lender has such knowledge and
experience in financial and business matters that such Lender is capable of evaluating the merits and risks of
such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of
such investment for an indefinite period of time. Lender is an accredited investor as such term is defined in
Rule 501 of Regulation D under the Securities Act. Lender is able to bear the economic risk of the purchase
of the Note.
10. Usury. In no event shall the amount of interest paid or agreed to be paid hereunder exceed the highest
lawful rate permissible under applicable law. Any excess amount of deemed interest shall be null and void
and shall not interfere with or affect the Borrower's obligation to repay the principal of and interest on the
Note. This confirms that the Borrower and, by its acceptance of this Note, the Lender intend to contract in
strict compliance with applicable usury laws from time to time in effect. Accordingly, the Borrower and the
Lender stipulate and agree that none of the terms and provisions contained herein shall ever be construed to
create a contract to pay, for the use or forbearance of money, interest in excess of the maximum amount of
interest permitted to be charged by applicable law from time to time in effect.
11. Prepayment. This Note may be prepaid in whole or in part, at any time, without the prior written
consent of the Lender.
12. Costs of Enforcement. Borrower hereby covenants and agrees to indemnify, defend and hold Lender
harmless from and against all costs and expenses, including reasonable attorneys' fees and their costs,
together with interest thereon at the Prime Rate, incurred by Lender in enforcing its rights under this Note;
or if Lender is made a party as a defendant in any action or proceeding arising out of or in connection with
its status as a lender, or if Lender is requested to respond to any subpoena or other legal process issued in
connection with this Note; or reasonable disbursements arising out of any costs and expenses, including
reasonable attorneys' fees and their costs incurred in any bankruptcy case; or for any legal or appraisal
reviews, advice or counsel performed for Lender following a request by Borrower for waiver, modification
or amendment of this Note or any of the other Loan Documents.
13. Assignment. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender
and their respective successors and assigns; provided that the Borrower may not assign this Note, in whole
or in part, by operation of law or otherwise, without the prior written consent of the Lender. The Lender
may assign or otherwise participate out all or part of, or any interest in, its rights and benefits hereunder and
to the extent of such assignment or participation such assignee shall have the same rights and benefits
against the Borrower as it would have had if it were the Lender.
14. Governing Law. This Note, and any claims arising out of relating to this Note, whether in contract or
tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws
of the State of Utah without regard to principles of conflicts of laws.
15. Consent to Jurisdiction. The Borrower consents that any legal action or proceeding against it under,
arising out of or in any manner relating to this note, or any other instrument or document executed and
delivered in connection herewith shall be brought exclusively in any court of the State of Utah or in the
united states district court for the district of Utah. The Borrower, by the execution and delivery of this note,
expressly and irrevocably consents and submits to the personal jurisdiction of any of such courts in any such
action or proceedings. The Borrower agrees that personal jurisdiction over it may be obtained by the
delivery of a summons by personal delivery or overnight courier at the address provided in section 16 of this
note. Assuming delivery of the summons in accordance with this provision, the Borrower hereby expressly
and irrevocably waives any alleged lack of personal jurisdiction, improper venue or forum non-conveniens
or any similar basis.
16. Notices.
(a) For a notice or other communication under this agreement to be valid, it must be in writing and signed
by the sending party, and the sending party must use one of the following methods of delivery: (1) personal
delivery; (2) registered or certified mail, in each case return receipt requested and postage prepaid; (3)
registered or certified electronic mail; (4) electronic mail acknowledged by recipient; and (5) nationally
recognized overnight courier, with all fees prepaid.
(b) For a notice or other communication under this agreement to be valid, it must be addressed to the
receiving party at the one or more addresses listed below for the receiving party or to any other address
designated by the receiving party in a notice in accordance with this section 17.
If to Borrower
Lighthouse Petroleum, Inc.
3900 N. Causeway Blvd., Suite 1200
Metairie, LA 70002
Attn: Gerard Danos, or Presiding Officer
Fax: (928) 496-2007
gerard.danos@yahoo.com
If to Lender
Norat & Company, LLC
1042 Fort Union Blvd, #521
Midvale, UT 84047
Attn: Paul Norat
Fax: (801) 747-2001
(c) Subject to section 17(d), a valid notice or other communication under this agreement will be effective
when received by the receiving party. A notice or other communication will be deemed to have been
received as follows: (1) if it is delivered in person or sent by registered or certified mail or by nationally
recognized overnight courier, upon receipt as indicated by the date on the signed receipt; and (2) if the
receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in
address for which no notice was given, then upon that rejection, refusal, or inability to deliver.
(d) If a notice or other communication is received after 5:00 p.m. on a business day at the location specified
in the address for the receiving party, or on a day that is not a business day, then the notice will be deemed
received at 9:00 a.m. on the next business day.
17. Miscellaneous. (a) Borrower hereby waives protest, notice of protest, presentment, dishonor, and
demand. (b) Time is of the essence for each of Borrower's covenants under this Note. (c) The rights and
privileges of Lender under this Note shall inure to the benefit of its successors and assigns. All obligations
of Borrower in connection with this Note shall bind Borrower's successors and assigns, and Lender's
conversion rights shall succeed to any successor securities to Borrower's common stock. (d) If any provision
of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof, but this Note shall be construed as if such invalid or
unenforceable provision had never been contained herein. (e) The waiver of any Event of Default or the
failure of Lender to exercise any right or remedy to which it may be entitled shall not be deemed a waiver of
any subsequent Event of Default or Lender's right to exercise that or any other right or remedy to which
Lender is entitled. No delay or omission by Lender in exercising, or failure by Lender to exercise on anyone
or more occasions, shall be construed as a waiver or novation of this Note or prevent the subsequent
exercise of any or all such rights. (f) This Note may not be waived, changed, modified, or discharged orally,
but only in writing.
18. Definitions. As used herein, the term "Solvent" shall mean, with respect to any person or entity on a
particular date, that on such date (i) the fair value of the property of such person or entity is not less than the
total amount of the liabilities of such person or entity, (ii) the present fair salable value of the assets of such
person or entity is not less than the amount required to pay the probable liability on such person's existing
debts as they become absolute and matured, (iii) such person or entity is able to realize upon its assets and
pay its debts and other liabilities, (iv) such person or entity does not intend to, and does not believe that it
will, incur debts or liabilities beyond such person or entity's ability to pay as such debts and liabilities
mature and (v) such person or entity is not engaged in business or a transaction, and is not about to engage
in a business or a transaction, for which such person's or entity's property would constitute unreasonably
small capital.
IN WITNESS WHEREOF, the undersigned has executed this Convertible Promissory Note as of
the date first set forth above.
BORROWER:
Lighthouse Petroleum, Inc.
By: ______________________________
Gerard Danos, Chief Executive Officer
LIGHTHOUSE PETROLEUM, INC.
Written Consent of Directors
To Action Taken Without a Meeting
The undersigned, being all of the directors (the “Directors”) of Lighthouse Petroleum, Inc., a
Delaware corporation (the “Corporation”), acting pursuant to the Nevada Revised Statutes and the
Corporation’s by-laws, hereby waive all notice of the time, place and purposes of a meeting of the Board
of Directors of the Corporation and hereby consent and agree in writing to the adoption of the following
resolutions:
WHEREAS, the Corporation owes $5,776.66 plus interest and fees to Norat &
Company, LLC (“Lender”), represented by that certain Convertible Promissory Note dated May
7, 2014 (the “Debt”);
WHEREAS, pursuant to the terms of the Debt agreements, the Lender has the
irrevocable right to convert the Debt to common stock of the Corporation in exchange for relief
of the Debt (“Conversion”), at Lender’s sole discretion, immediately upon Lender’s presentation
of a notice of conversion to the Corporation’s transfer agent (“Notice of Conversion”);
WHEREAS, in order to preserve and provide for the Lender’s rights of Conversion, it is
necessary to authorize and instruct the Corporation’s transfer agent, Madison Stock Transfer,
Inc., or its successors (“Transfer Agent”) to honor any Notice of Conversion it receives from
Lender upon receipt, unilaterally, without further authorization or action from the Corporation;
WHEREAS, in order to preserve and provide for the Lender’s rights of Conversion, it is
necessary to authorize and instruct the Transfer Agent to reserve a sufficient number of the
Corporation’s authorized shares to provide for Conversion of the Debt (the “Reserved Shares”);
NOW, THEREFORE, BE IT RESOLVED THAT:
Authorization of Issuance of Shares for Debt
1. Consent to Debt Issuance. The Board of Directors hereby acknowledges and consents to
the issuance of the Debt, whether concurrently or retroactively issued.
2. Approval of Conversion. The Board of Directors hereby acknowledges and consents to
the Conversion of the Debt, pursuant to the terms of the Debt agreements, as amended.
3. Issuances of Shares for Debt. The Board of Directors hereby gives standing, irrevocable
approval and instructions to the Transfer Agent to issue stock to Lender pursuant to the
Debt agreements, as amended, immediately upon its receipt of a Notice of Conversion
from Lender, without further authorization or action from the Corporation.
4. Exemption. Such issuances of the shares of common stock to the Lender are issued
pursuant to 144 holding period guidelines of the Securities Act of 1933, as amended (the
“Securities Act”). The restrictive legend will be removed as per these guidelines.
5. Reserved Shares. The Board of Directors hereby gives standing, irrevocable approval and
instructions to the Transfer Agent to reserve from the authorized stock 115,000,000
shares of the Common Stock to be set aside for Conversion of the Debt by Lender, at the
sole discretion of Lender, which amount shall be amended by Lender pursuant to the
Debt agreements, until Transfer Agent receives written confirmation from Lender that the
Debt is satisfied.
6. Blanket Opinion. The Board of Directors hereby gives standing, irrevocable approval and
instructions to the Transfer Agent to rely on any blanket opinion obtained for purposes of
obtaining an exemption from registration to issue stock to Lender pursuant to Conversion
of the Debt.
7. Transfer Agent Communication. The Board of Directors hereby gives standing,
irrevocable approval and instructions to the Transfer Agent to give Lender full access to
information related to the issued, authorized, and reserved share counts, upon demand.
8. Officer Authorization. Any one Executive Officer of the Corporation is hereby authorized
and directed for and on behalf of the Corporation to do and perform all acts and things,
and execute and deliver all documents, and take all such other steps as may be necessary
or desirable to give full effect to the consent resolutions set forth above.
October 7, 2014
_____________________
Gerard Danos, Director
Lighthouse Petroleum, Inc.
3900 N. Causeway Blvd., Suite 1200
Metairie, LA 70002
Transfer Agent Instructions
October 7, 2014
Madison Stock Transfer, Inc.
1688 E 16th St # 7
Brooklyn, NY 11229
Attention: Mr. Michael Ajzenman
Dear Sirs:
Lighthouse Petroleum, Inc., Inc., a Delaware corporation (the "Company"
and Norat & Company, LLC, a Wyoming limited liability company (the "Lender"
have entered into a Convertible Promissory Note dated May 7, 2014, as amended (the "Note"
, having an outstanding principal balance of $5,776.66, plus interest and fees (the "Note"
. The Note entitles the Lender, “at its option, to convert all or any lesser portion of the outstanding balance
of the Note into fully-paid and non-assessable shares of the Borrower’s common stock (the “Conversion
Shares”) at a conversion price per share equal to fifty percent (50% (0.50)) (the “Multiplier”) of the
lowest closing bid price for the Company’s common stock during the thirty (30) trading days immediately
preceding a conversion date… (the “Conversion Price”).”
A copy of the Note is attached hereto. You should familiarize yourself with your issuance and delivery
obligations, as Transfer Agent, contained therein. The shares to be issued are to be registered in the
name of the registered holder of the securities submitted for conversion or exercise as described on any
Notice of Conversion.
You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common
stock (“Common Stock”) of the Company, the initial amount being 115,000,000, for issuance upon full
conversion of the Note in accordance with the terms thereof. The amount of Common Stock so reserved
may be increased, from time to time, by written instructions of the Lender, at its sole discretion. Reserve
shares shall be equal to 150% of the value of the Note divided by the Conversion Price. The Lender shall
have the right to periodically request that the reserve shares be adjusted accordingly.
The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the
Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the
Company (without any restrictive legend) to the Lender without any further action, authorization, or
confirmation by the Company upon: (A) your receipt from the Lender of (i) a notice of conversion
("Notice of Conversion"
executed by the Lender, and (ii) an opinion of counsel of the Lender in form, substance, and scope customary for opinions of counsel in comparable transactions (and satisfactory to
the transfer agent), to the effect that the shares of Common Stock of the Company issued to the Lender
pursuant to the Conversion Notice are not "restricted securities" as defined in Rule 144 and should be
issued to the Lender without any restrictive legend; and (
the number of shares to be issued is less than 9.99% of the total issued common stock of the Company.
The Company hereby requests that your firm cooperate and act immediately, without delay and without
the need for any further approval or communication from the Company with respect to the issuance of
Common Stock pursuant to any Notice of Conversion received from the Lender.
The Company shall indemnify you and your officers, directors, principals, partners, agents and
representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim
or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the
performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of
defending yourself or themselves against any claim or liability hereunder, except that the Company shall
not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or
any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you
shall be entitled to rely in this regard on the advice of counsel.
The Board of Directors of the Company has approved the foregoing irrevocable instructions and does
hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or
expense in carrying out the authority and direction herein contained on the terms herein set forth.
The Company agrees that in the event that you resign as the Company’s transfer agent, the Company shall
engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company
and be bound by the terms and conditions of these irrevocable instructions within five (5) business days.
The Lender is intended to be, and is, a third party beneficiary hereof, and no amendment or modification
to the instructions set forth herein may be made without the consent of the Lender.
Very truly yours,
LIGHTHOUSE PETROLEUM, INC.
____________________________________
By: Gerard Danos
Chief Executive Officer
Acknowledged and Agreed:
____________________________________
Madison Stock Transfer, Inc.
By: Michael Ajzenman
Owner/Principal
[Transfer Agent, please fax executed copy directly to 801-747-2001 or email directly to:
pnorat@noratcompany.com]
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