Exhibit 4.2
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AUSTRALIAN OIL & GAS CORPORATION
with
GREAT MISSENDEN HOLDINGS PTY LTD
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SERIES II
NOTE CERTIFICATE
for the
ISSUE OF 31 DECEMBER 2008
CONVERTIBLE UNSECURED NOTES
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AUSTRALIAN OIL & GAS CORPORATION
(incorporated in the State of Delaware USA)
0000 Xxxxx Xxxxxxx Xxx
Xxxxxxxx Xxxxxxx 00000
XXX
SERIES II
31 DECEMBER 2008
CONVERTIBLE UNSECURED NOTES OF $1,000.00
NOTE CERTIFICATE
Issue by AUSTRALIAN OIL & GAS CORPORATION ("the Company") of DECEMBER 31 2008
CONVERTIBLE UNSECURED NOTES of a nominal value of $1,000 repayable in full on 31
December 2008 ("Notes") each carrying interest at the rate of ten per cent per
annum calculated and payable on the first day of March, June, September and
December in each year.
Date of Issue: Number of $1,000 Notes: Serial Number:
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April 26, 2005 15 02/ 001 - 015
THIS IS TO CERTIFY that GREAT MISSENDEN HOLDINGS PTY LTD of Xxxxx 00, 000
Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx ("the Noteholder") is the
registered holder of the above number of December 31, 2008 Convertible Unsecured
Notes of $1,000 each created by resolution of the Board of Directors of the
Company subject to and with the benefit of the provisions of this Note
Certificate and the Schedule attached hereto made between the Company of the
first part and the Noteholder and which may, at the election of the Noteholder,
if not previously redeemed by the Company, be converted at any time on or before
the thirty first day of December 2008 by the allotment of 10,000 fully-paid
shares of Common stock in the Company for each Note of $1,000 then held.
Dated this 26th day of April 2005
Signed for and on behalf of )
AUSTRALIAN OIL & GAS CORPORATION )
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by authority of the Board of Directors )
and in the presence of: )
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President
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General Manager
THE SCHEDULE
CONDITIONS APPLYING TO 31 DECEMBER 2008 CONVERTIBLE
UNSECURED NOTES
The Notes are issued in the currency of the United States of America and are
held subject to this Note Certificate, including the following conditions, which
shall be binding on the Company and upon the Noteholder and upon all persons
claiming through them respectively.
1. Certificate - The Noteholder shall be entitled to one or more Note
Certificates in reasonable denominations under the authority of the Company
stating the number and amount of Notes held, the conditions of repayment,
the payment of interest and stating that the same is issued subject to and
with the benefit of the provisions set out in this Schedule.
2. Ranking pari passu - The Notes and all other issued and outstanding
unsecured notes rank pari passu as between themselves for payment of
principal and interest.
3. Repayment - Subject to any earlier Redemption or Conversion, the Notes
comprised in this Certificate are to be repaid by the Company on the 31 day
of December 2008 or (subject to the Noteholder waiving any breach by the
Company or any subsidiary of any condition) are to be repaid in cash on
such earlier date as any of the following events occur namely:
(a) If the Company makes default in the payment of any interest on the
notes and such default continues for fourteen (14) days.
(b) If an order is made or resolution is passed for the winding up of the
Company or of any subsidiary, otherwise than for the purpose of
reconstruction or amalgamation.
(c) If an encumbrancer takes possession or if a receiver of the
undertaking of the Company or any subsidiary or any part thereof is
appointed.
(d) If any distress or execution in respect of an amount exceeding (US)$1
million is levied or enforced upon or against any of the assets or
property of the Company or any subsidiary.
(e) If the Company or any subsidiary enters into any arrangement or
composition with its creditors.
(f) If the Company or any subsidiary makes default in the performance or
observance of any condition contained in this Schedule and such
default is not remedied or waived within fourteen (14) days after the
receipt of notice from the Noteholder specifying and requiring the
Company to remedy such default.
4. Interest - Interest will be calculated and paid quarterly on the last days
of March, June, September and December at the rate of ten per cent (10%)
per annum until the Notes are redeemed, converted or repaid but interest
shall cease to be payable in respect of any Note from the date fixed for
repayment or redemption unless (upon demand made by or on behalf of the
Noteholder together with production of the Note Certificate with respect to
the Notes of which payment is sought) default shall be made by the Company
in making such payment in which case interest shall run from the date fixed
for payment or redemption until payment is actually made.
5. Conversion - Unless prior Redemption has occurred, any time on or before
December 31, 2008, the Noteholder shall have the right to elect to convert
each Note into 10,000 fully paid shares of Common stock in the Company
("Conversion") by written notice of such election lodged with the Company
at its above address.
6. Compliance by subsidiaries - The Company shall, while any of the Notes are
issued and outstanding, use its voting power in and representation on the
Board of Directors of each of its subsidiaries in such manner as to ensure
full compliance at all times with the provisions of this Schedule and to
prevent any act or omission on the part of any subsidiary which would or
might detrimentally affect the interest of the Noteholders.
7. Joint holders - Joint holders of Notes shall be entitled to one Note
Certificate only in respect of any Notes held by them jointly and the same
will be delivered to the first named of such of the joint holders.
8. Register -
(a) The Company shall establish and maintain a register of the Notes in
Melbourne, Australia at 00xx Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx
("the Register").
(b) There shall be entered on the register:
(i) The names addresses and descriptions of the Noteholders showing
the number and amount of the Notes held by each such Noteholder
and the number of each Note Certificate issued and the date of
issue or transfer thereof.
(ii) Any change of name and address of a Noteholder shall forthwith be
notified in writing to the Company accompanied, in the case of
change of name, by such evidence as the Company shall reasonably
require, and thereupon the register shall be altered accordingly.
9. Noteholder as owner - The Company will recognise the registered Noteholder
only as the absolute owner of the Notes referred to in the Note Certificate
and shall not be bound to take notice or see to the execution of any trust
whether express implied or constructive to which any Notes may be subject
and the receipt of such registered Noteholder or, in the case of joint
registered Noteholders, the receipt of any one of them for the interest
from time to time accruing due in respect thereof and for any moneys
payable upon the redemption of the same shall be a good discharge to the
Company notwithstanding any notice it may have, whether express or
otherwise, of the right title or interest of any person to or in such Notes
or moneys.
10. Transferee - Every Noteholder registered pursuant to a transfer will be
recognised by the Company as entitled to his Notes free from any equity
set-off or cross-claim on the part of the Company against the original or
any intermediate Noteholder.
11. Representatives of deceased noteholder - The executors or administrators of
a deceased Noteholder (not being one of several joint Noteholders) shall be
the only persons recognised by the Company as having any title to such
Notes.
12. Death of one joint noteholder - In case of the death of any joint holder of
Notes the survivor or survivors will be the only person or persons
recognised by the Company as having any title to or interest in such Notes.
13. Form of transfer - Every Noteholder will be entitled to transfer the Notes
held by him or any part thereof in multiples of $1,000 (except in cases
where the Company otherwise permits) by an instrument in writing in the
usual form commonly used for share transfers.
14. Signatures to transfer - Every such instrument must be signed by the
transferor and the transferee. The transferor shall be deemed to remain the
owner of such Note until the name of the transferee is entered in the
register in respect thereof.
15. Registration of transfer - Ever instrument of transfer must be left at the
Register of the Company for registration accompanied by the Note
Certificate comprising the Notes to be transferred and such other evidence
as the directors may require to prove the title of the transferor or his
right to transfer the Notes.
16. Retention of instruments of transfer - All instruments of transfer which
shall be registered shall be retained by the Company for such period as it
may determine.
17. Transfer prior to interest payment - No transfer will be registered during
the fourteen days immediately preceding the days fixed for payment of
interest on the Notes.
18. Transmission - Any person becoming entitled to Notes in consequence of the
death or bankruptcy of any holder of such Notes may upon producing such
evidence that he sustains the character in respect of which he proposes to
act under this condition or of his title as the directors think sufficient
either be registered himself as the holder of such Notes or subject to the
preceding conditions as to transfer may transfer such Notes. This condition
shall include any case in which a person becomes entitled as a survivor of
persons registered as joint holders.
19. Retention of interest - The directors shall be at liberty to retain the
interest payable in respect of any Notes which any person under the last
preceding condition is entitled to transfer until such person shall be
registered or duly transfer the same.
20. Receipt from joint noteholders - If several persons are registered as joint
Noteholders then the receipt of any one of such persons for the interest
from time to time payable to them and for any moneys payable upon the
payment off or redemption of the Notes shall be as effective a discharge to
the Company as if the person signing such receipt were a sole registered
Noteholder.
21. Re-issue of note certificate defaced, lost, etc - If any Note Certificate
issued pursuant to these conditions becomes lost, worn out or defaced then
the directors may cancel the same and issue a new Note Certificate in lieu
thereof. An entry as to the issue of this new certificate and indemnity (if
any) shall be made in the register.
22. Production of note for payment of principal - The production to the Company
of the Note Certificate shall be a condition precedent to the right of the
Noteholder to receive payment of the principal sum represented by the Notes
comprised in such Note Certificate and the Company shall not be obliged to
pay nor shall it be deemed to have committed any breach hereunder by reason
of its failure to pay the principal sum in respect of any Note unless the
Note Certificate is in respect thereof shall have been produced to the
Company.
