Exhibit 10.14
CONVERTIBLE NOTE
----------------
$50,000.00 May 16, 2011
San Diego, California
FOR VALUE RECEIVED, Monster Offers, a Nevada corporation with offices at
PO Box 1092 Bonsall, CA 92003 (hereinafter referred to as the "Payor" or the
"Company"), agrees to pay to the order of Tangiers Investors, LP, a Delaware
limited partnership with offices at 402 W Broadway Ste. 400 San Diego,
California 92101 (hereinafter referred to as the "Payee" or "Tangiers"), on
the Maturity Date set forth in Article "3" of this Convertible Note (the
"Note"), unless earlier accelerated in accordance with the terms of this Note,
the principal sum of fifty thousand dollars ($50,000) with interest on the
aforesaid amount as set forth in Article "2" of this Note.
1. Funding.
Upon receipt of the executed original of this Note ("Closing Date"),
Tangiers shall wire transfer to the Company pursuant to wire instructions from
the Company, fifty thousand dollars ($50,000), less:
(A) Any applicable wire transfer fees
(B) Five hundred dollars ($500) for costs of documenting this loan
transaction, and
(C) $4,000 to be paid as agreed by the parties as a consulting fee to
Daniel Covill.
2. Interest.
(A) Interest on the unpaid principal balance of this Note shall be
calculated commencing upon the Closing Date and shall be at the rate of seven
percent (7.0%) per annum with accrued and unpaid interest being payable on the
Maturity Date.
(B) If an Event of Default occurs pursuant to Article "9" of this Note,
this Note shall be immediately due and payable and interest shall accrue at the
rate of 20%. The Payor acknowledges that it would be extremely difficult or
impracticable to determine the Payee's actual damages and costs resulting from
a default and the inclusion herein of any such additional amounts are the
agreed upon liquidated damages representing a reasonable estimate of those
damages and costs and do not constitute a penalty.
(C) It is the intent of the Payee and the Payor in the execution of this
Note that the loan evidenced hereby comply with the restrictions of applicable
state usury laws. If, for any reason, it should be determined that any usury
law is applicable (which the parties do not believe to be the case), the Payor
and the Payee stipulate and agree that (i) the interest (or any other
consideration pursuant to this Note) pursuant to this Note or in any other
instrument evidencing or securing the indebtedness evidenced herein shall be
limited to the maximum permitted by such law, (ii) none of the terms and
provisions contained herein shall ever be construed to create a contract for
the use, forbearance or detention of money requiring payment of interest at a
rate in excess of the maximum interest rate permitted to be charged by any
state laws which are applicable, (iii) the obligation of the Payor shall be
reduced to the maximum rate permitted to be charged by any state laws which are
applicable, and (iv) the Payee shall not collect monies which would otherwise
increase the effective interest rate on this Note to a rate in excess of the
maximum rate permitted to be charged by any such applicable state law. Any
sums collected which are in excess of such maximum rate shall be credited to
the payment of any other sums due hereunder. If no sums are due hereunder,
then such excess shall be returned to the Payor.
3. Maturity/Prepayment.
(A) Subject to payment pursuant to Article "2" of this Note, all unpaid
principal and any accrued and unpaid interest shall be due and payable on
May 7, 2012 (the "Maturity Date").
(B) This Note may be prepaid only pursuant to the following schedule:
within ninety (90) days after the Closing Date, this Note may be prepaid for
150% of the principal amount plus accrued interest. Between ninety one (91)
and one hundred and eighty (180) days after the Closing Date, this Note may be
prepaid for 175% of the principal amount plus accrued interest. After one
hundred and eighty (180) days after the Closing Date until May 7, 2012, this
Note may not be prepaid without the prior written consent of the Payee which
consent shall be in the Payee's sole and absolute discretion.
4. Conversion.
(A) The Payee may elect to convert all or part of the principal of this
Convertible Note and any accrued and unpaid interest at any time or times
before May 7, 2012. The conversion price shall be seventy five (75%) percent of
the lowest trading price during the seven (7) trading days prior to conversion,
subject to adjustment pursuant to this Article "4" of this Note (the
"Conversion Price"); provided, however, if an Event of Default pursuant to
Article "9" of this Note occurs, this Note shall be subject to an interest rate
of twenty (20%) percent and the Conversion Price formula shall be reduced to
fifty percent (50%) of the lowest trading price during the seven (7) trading
days prior to conversion.
(i.) If the Payee does not provide written notice of its intention to
convert some or the entire unpaid principal and any accrued and unpaid interest
due, Payor shall pay the amount due on the Maturity Date.
(ii.) If all or part of this Note is converted pursuant to Paragraph "A" of
this Article "4" of this Note, the shares shall be delivered to the Payee
within three (3) business days or a reasonable amount of time, based on
unforeseen delays out of the control of the Payor,after the date upon which the
Payor receives a Conversion Notice (such third (3rd) business day the
"Conversion Share Due Date"), in the form attached hereto as Exhibit "A";
provided, however, that a Conversion Notice delivered after 3:00 o'clock P.M.
PST on any business day shall be deemed to be delivered on the next following
business day. Delivery shall be made electronically via the DWAC/FAST system.
If the Company is not approved for DWAC/FAST on the Conversion Share Due Date,
a physical certificate representing the shares may be delivered to the Payee in
the form attached hereto as Exhibit "A" via overnight express mail. If the
Shares are not delivered to Tangiers or its broker within three (3) business
days after the receipt of the Conversion Notice, the Company shall pay an
additional amount of one thousand dollars ($1,000) per calendar day for each
day that delivery of the unrestricted stock certificate is delayed, provided
the delay is not the fault of the Payor, such a delay of the transfer agent or
clearing house in not delivering the stock to the Payee in a timely manner.;
That receipt of the restricted certificate after 3:00 P.M. local time shall be
deemed to be receipt on the next following business day. The Company
acknowledges that it would be extremely difficult or impracticable to determine
Tangiers' actual damages and costs resulting from the delay in making delivery
of the Shares and the inclusion herein of any such additional amounts are the
agreed upon liquidated damages representing a reasonable estimate of those
damages and costs and do not constitute a penalty.
(iii.) If all or part of this Note is converted pursuant to Paragraph "A"
of this Article "4" of this Note, all shares delivered to the Payee shall be
free-trading if the shares are issued after six (6) months after the date of
this Note. If any shares delivered to the Payee are not free-trading, on
November 7, 2012, at its own cost, the Company shall cause its counsel to issue
an opinion letter to the Company's transfer agent, or its successor (the
"Transfer Agent"), that the said shares may be sold or transferred without
restriction or limitation in reliance on Rule 144 promulgated under the
Securities Act of 1933, as amended, and direct the Transfer Agent to replace
such shares with a certificate that does not contain a restrictive legend.
After the receipt by the Transfer Agent of the certificate representing such
shares from Tangiers (or its broker) requesting the issuance of an unrestricted
certificate, the Company shall cooperate fully with the Transfer Agent. If the
newly issued unrestricted stock is not delivered to Tangiers or its broker
within three (3) business days after the receipt of the restricted shares, the
Company shall pay an additional amount of one thousand dollars ($1,000) per
calendar day for each day that delivery of the unrestricted stock certificate
is delayed, unless the delay is out of the control of the Payor, such as a
delay by the transfer agent, clearing house or an unavailable delay by the
attorney to write the legal opinion letter; provided, however, that receipt of
the restricted certificate after 1:00 P.M. local time shall be deemed to be
receipt on the next following business day. The Company acknowledges that it
would be extremely difficult or impracticable to determine Tangiers' actual
damages and costs resulting from the delay in making delivery of the
unrestricted stock certificate and the inclusion herein of any such additional
amounts are the agreed upon liquidated damages representing a reasonable
estimate of those damages and costs and do not constitute a penalty.
(B) The Payor shall pay any and all stock transfer fees and the cost of any
legal opinions needed. No fractions of shares or scrip representing fractions
of shares will be issued upon conversion, but the number of shares issued shall
be rounded to the nearest whole share, based upon the total number of shares of
Common Stock to be issued to the Payee. The date upon which a Conversion
Notice is received by the Payor shall be deemed to be the date upon which the
Payee has delivered the conversion notice duly executed, to the Payor;
provided, however, that a Conversion Notice delivered after 1:00 o'clock P.M.
on any business day shall be deemed to be delivered on the next following
business day. Upon receipt of the Shares for the full conversion and/or
payment of this Note, the Payee shall deliver this Note to the Payor marked
"cancelled."
(C) If, upon Tangiers' request to convert all or part of this Note pursuant
to this Article "4" of this Note, the shares are not available by reason of the
Payor not having enough authorized and unissued shares to issue the shares to
Tangiers, the Payor shall take all necessary action to increase the number of
authorized shares of the Company's Common Stock to satisfy Tangiers' request to
convert all or part of this Note.
(D) In order to preserve the conversion rights of the Payee, the conversion
rate is subject to adjustment if certain events occur, including, but not
limited to, any of the events that are set forth below:
(i.) The issuance of any previously authorized or newly authorized shares
(common or any other securities convertible into common) of the Payor for less
than the conversion price per share at the time of conversion pursuant to this
Article "4" of this Note;
(ii.) A recapitalization of the outstanding shares of the Payor which has
the effect of changing the percentage of shares which this Note may be
converted into in relation to the total number of outstanding shares;
(iii.) The payment of any stock dividends;
(iv.) The distribution to any holders of shares of the Payor's securities,
evidences of indebtedness of the Payor or assets (excluding cash dividends paid
from retained earnings);
(v.) The issuance after the date hereof of any stock options, warrants or
other rights to acquire shares in the Payor at a price less than the current
market value of such shares; and
(vi.) Any capital reorganization by the Payor, any reclassification or
recapitalization of the Payor's capital stock, or any transfer of all or
substantially all the assets of the Payor to or consolidation or merger of the
Payor with or into any other Person.
(E) Upon the occurrence of any of the above events (any of such events is
hereinafter referred to as a "Dilution Event"), then, in such event, the Payor
will immediately take whatever measures are necessary to insure that the
percentage interest in the Payor which the Note may be converted into would not
be increased or reduced. Any adjustment which is required by this Paragraph
"F" of this Article "4" of this Note shall be deemed effective retroactive to
the date of the Dilution Event. The provisions of this Paragraph "F" of this
Article "4" of this Note shall be applicable to any Dilution Event which occurs
at any time after the date of this Note. If any of the Dilution Events occur,
the Payor will mail or cause to be mailed a notice pursuant to Paragraph "C" of
Article "19," to the Payee of this Note specifying the Dilution Event(s) which
has occurred.
(F) As long as this Note is outstanding and no Event of Default has
occurred, neither Tangiers nor its affiliates shall at any time engage in any
short sale of, or sell put options or similar instruments with respect to, the
Company's stock.
5. Opinions.
(A) The Payor shall, at its cost, provide the appropriate opinion letters
to be issued by the Payor's counsel to Transfer Agent in compliance with the
provisions of Rule 144 promulgated by the Securities and Exchange Commission
pursuant to 4(1) of the Securities Act of 1933, as amended, with respect to
the transfer or sale of the shares, if such transfer or sale is permissible
under Rule 144. If the Payor fails to provide or approve legal opinions within
five (5) business days after receipt of notice of said transfer or sale
pursuant to this Article "5," the Payor agrees to pay the Payee one thousand
dollars ($1,000) per day for each day unless the delay is out of the control of
the Payor, such as a delay by the transfer agent, clearing house or an
unavailable delay by the attorney to write the legal opinion letter . The
Payor acknowledges that it would be extremely difficult or impracticable to
determine the Payee's actual damages and costs resulting from the delay in
providing opinions or approvals for said sale(s) of securities and the
inclusion herein of any such additional amounts are the agreed upon liquidated
damages representing a reasonable estimate of those damages and costs and do
not constitute a penalty.
(B) Upon execution of this Note, the Payor shall deliver to Payee the
Irrevocable Transfer Agent Instructions, in the form attached hereto as
Exhibit "B".
6. Registration.
(A) If the Payor shall at any time when Payee has not received a stock
certificate evidencing the shares without a restrictive legend, seek to
register or qualify any of its capital stock or the securities holdings of any
of its controlling shareholders, on each such occasion it shall include all of
the Payee's shares pursuant to Article "4" of this Note in such registration or
qualification at the Payor's expense. The Payor shall keep the registration
effective until such time as the Payee has sold its shares.
(B) All expenses in connection with preparing and filing any registration
statement under Paragraph "A" of this Article "6" of this Note (and any
registration or qualification under the securities or "Blue Sky" laws of states
in which the offering will be made under such registration statement) shall be
borne in full by the Payor.
7. Affirmative Covenants of the Payor.
Unless and until this Note has been fully satisfied by payment or conversion,
the Payor shall:
(A) Increase the number of shares of the Company if the shares are not
available by reason of the Payor not having enough authorized and unissued
shares to issue the shares to Tangiers upon Payee's request to convert all or
part of this Note pursuant to Article "4" of this Note.
(B) Use the loan proceeds for working capital of the Company, provided,
however that the Payor shall not use any portion of the loan proceeds to pay
any debts or accrued compensation to the management of the Company.
(C) Promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon the Payor or upon its business
income and profits; or upon any of its property, before the same shall become
in default, as well as all lawful claims for labor, materials and supplies
which, if unpaid, might become a lien or charge upon such properties or any
part thereof; provided however, that the Payor shall not be required to pay and
discharge any such tax, assessment, charge, levy or claim as long as the
validity thereof shall be contested in good faith by the Payor, or where the
failure to so pay would not have a material adverse effect on the Payor;
(D) Promptly notify the Payee of the commencement of all proceedings and
investigations by or before and/or the receipt of any notices from, any
governmental or non-governmental body including, but not limited to, any court
or arbitrator, against or in any way materially affecting any of the Payor's
properties, assets or business;
(E) Promptly notify the Payee of any material change in the Payor's
business, assets, liabilities, condition (financial or otherwise), results of
operations or business prospects;
(F) Promptly notify the Payor of any default or any event which, with the
passage of time or giving of notice or both, would constitute a default under
any agreement to which the Payor is a party or by which the Payor or any of the
Payor's properties may be bound;
(G) At all times reasonably maintain, preserve, protect and keep its
property used in the conduct of its business in good repair, working order and
condition, normal wear and tear excepted, except where the failure to comply
would not have a material adverse effect on the Payor;
(H) To the extent necessary for the operation of its business, keep
adequately insured by reputable insurers, all property of a character usually
insured by similar corporations and carry such other insurance as is usually
carried by similar corporations, except where the failure to obtain insurance
would not have a material adverse effect on the Payor;
(I) Promptly notify the Payee of any delay in the Payor's performance of
any of its obligations to any secured lender and of any assertion of any claims
by any secured lender of the Payor;
(J) Promptly notify the Payee of the occurrence of any Event of Default (as
defined in Article "9" of this Note);
(K) Remain current in its filings pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"); (i) continuously remain a reporting company under
the Exchange Act; and (ii) file with the SEC in a timely manner all reports,
statements and other materials required to be filed by it to remain a reporting
company under the Exchange Act;
(L) The Common Stock of the Payor shall continuously be listed on the Over
the Counter Bulletin Board (the "OTCBB") or a stock exchange;
(M) Continue to be a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction and qualified to do business
in any jurisdiction where such qualification is required; and
(N) At all times keep true and correct books, records and accounts. The
Payee expressly agrees to maintain any and all material, non-public information
provided by the Payor pursuant to this Article 7 of this Note, in confidence
within the meaning of Regulation FD promulgated by the U.S. Securities and
Exchange Commission and shall not purchase or sell the Payor's common stock on
the basis of such information until such information has been publicly
disclosed.
8. Negative Covenants of the Payor.
Unless and until this Note has been paid in full, the Payor shall not:
(A) Conduct its business in any manner other than in the ordinary course;
(B) Make any change in its Certificate of Incorporation or Bylaws which
will adversely affect the Payor's ability to perform its obligations hereunder;
(C) Declare or pay any dividend or make any other payment or distribution
to its stockholders, or purchase or redeem any of its securities;
(D) Sell, liquidate, or otherwise dispose of any of its assets, other than
in the ordinary course of business;
(E) Enter into any agreement or merger, reorganization or consolidation of
the Payor with or into another entity or entities, regardless of whether the
Payor is the surviving entity;
(F) Increase the compensation payable or to become payable by the Payor to
any officer and/or director or any of the immediate family of any officer
and/or director including, but not limited to, the following: any spouse,
parent, spouse of a parent, mother-in-law, father-in-law, child, spouse of a
child, sibling, spouse of a sibling, grandparent, spouse of a grandparent or
any issue of the foregoing; and
(G) Pay back loans (not including reimbursement of expenses incurred in
discharge of employment duties) to officers, directors and affiliates of the
Payor (not including obligations originating in acquisitions) and their related
parties until all principal and accrued interest has been paid in full
satisfaction of this Note.
9. Events of Default.
The term "Event of Default" as used herein shall mean the occurrence of any one
or more of these following events:
(A) The failure of the Payor to make payment of Principal and/or interest
on the Maturity Date;
(B) The breach by the Payor of any other provisions of this Note other than
failure to make payment on the Maturity Date and after the Payee has given the
Payor two (2) business days written notice of such default pursuant to
Paragraph "(C)" of Article "19" of this Note;
(C) The filing by the Payor of a petition in bankruptcy;
(D) The making of an assignment by the Payor for the benefit of its
creditors;
(E) Consent by the Payor to the appointment of, or possession by, a
custodian for itself or for all or substantially all of its property;
(F) The filing of a petition in bankruptcy against the Payor with the
consent of the Payor;
(G) The filing of a petition in bankruptcy against the Payor without the
consent of the Payor, and the failure to have such petition dismissed within
ten (10) days from the date upon which such petition is filed;
(H) Notwithstanding the ten (10) day provision in Paragraph "(G)" of this
Article "9" of this Note, on a petition in bankruptcy filed against Payor,
Payor is adjudicated bankrupt prior to the expiration of ten (10) days; and
(I) The entry by a court of competent jurisdiction of a final non-
appealable order, judgment or decree appointing, without the consent of the
Payor, a receiver, trustee or custodian for the Payor or for all or
substantially all of the property or assets of the Payor.
(J) Any failure by the Company to deliver the shares due to Tangiers upon
conversion of all or a part of this Note pursuant to Article "4" of this Note
10. Remedies Upon Default.
(A) Upon the occurrence of an Event of Default and any time thereafter
while such Event of Default is continuing, the entire unpaid principal balance
which is due pursuant to this Note shall, at the Payee's option, be accelerated
and become and be immediately due and payable along with unpaid interest and
late fees without presentment, demand, protest or further notice of any kind,
all of which are expressly waived by the Payor, except as set forth in
Paragraphs "(A)" and "(B)" of this Article "10" of this Note.
(B) Upon the occurrence of an Event of Default and any time thereafter
while such Event of Default is continuing, the Payor shall pay to the Payee an
interest rate of 20% and the Conversion Price formula shall be reduced to fifty
percent (50%) of the average of the three (3) lowest trading prices during the
ten (10) trading days prior to conversion. In addition, the Payor shall pay to
Payee an additional amount of five hundred dollars ($500) per calendar day for
each day that payment is delayed, provided the delay is not out of the control
of the Payor, such as a delay by the transfer agent, clearing house or an
unavailable delay by the attorney to write the legal opinion letter. The Payor
acknowledges that it would be extremely difficult or impracticable to determine
the Payee's actual damages and costs resulting from the delay in making payment
on the Maturity Date and the inclusion herein of any such additional amounts
are the agreed upon liquidated damages representing a reasonable estimate of
those damages and costs and do not constitute a penalty.
11. Non-Exclusive Remedy.
Any remedy that is set forth in this Note is not exclusive of any other
remedies provided for herein, in the accompanying documents or that are
provided by law.
12. Liability Upon Default.
The liability of the Payor upon default shall be unconditional and shall not be
in any manner affected by any indulgence whatsoever granted or consented to by
the Payee including, but not limited to, any extension of time, renewal, waiver
or other modification.
13. Exercise of Remedy Upon Default.
No failure on the part of the Payee to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.
14. Collection Costs.
Payor shall pay or otherwise reimburse to Payee all legal fees, costs and
expenses incurred by Payee in any manner in connection with this Note,
including, but not limited to, any administration, negotiations, disputes,
litigation or collection pursuant to the terms and conditions of this Note and
agrees to pay interest thereupon at the rate of two percent (2%) per month from
the date paid or incurred by Payee until such expenses are actually paid by the
Payor. Such obligation shall be binding upon Payor regardless of whether or
not any legal action has been commenced or is ever commenced.
15. Full Recourse.
Anything in this Note to the contrary notwithstanding, the Payor hereunder
shall be liable on this Note for the full amount of the principal, interest and
all obligations pursuant to this Note.
16. No Defenses or Set-Off.
Payor acknowledges and agrees that there are, and shall be, no claims,
defenses, set-offs, equities, or counterclaims, whether legal or equitable,
available to it or any other person or entity affiliated with it or against the
enforcement of this Note, including, but not limited to, any such defenses,
set-offs, equities, claims, counterclaims, or others legal or equitable
defenses or claims including, but not limited to, the statute of limitations,
which arise out of this Note, the obligation of the Payor to repay this Note,
as the case may be, or in the course of dealings between the Payor and the
Payee and any representatives or affiliates thereof, and any such defenses,
set-offs, equities, counterclaims or other claims, legal or equitable,
available to Payor, or any entity affiliated with Payor, whether known or
unknown, arising out of this Note, the administration of this Note are hereby
forever waived, released and discharged.
17. Indemnity.
Payor agrees to indemnify and hold harmless the Payee, its officers, directors,
heirs, executors, administrators, personal representatives, successors and
assigns, from any and all claims, actions, suits, demands, costs or liability
of any kind relating to the making of this Note, the administration of this
Note and any business relations and/or other dealings with the Payor and each
of them with respect to the subject matter hereof, it being understood and
agreed that such indemnification and agreement to hold harmless are a material
inducement to the Payee to secure its consent to this Note.
18. Replacement of Note.
Upon receipt of evidence satisfactory to the Payor of the loss, theft,
destruction or mutilation of the Note, and if requested in the case of any such
loss, theft or destruction, upon delivery of an indemnity bond or other
agreement or security reasonably satisfactory to the Payor, or, in the case of
any such mutilation, upon surrender and cancellation of such Note, the Payor
will issue a new Note, of like tenor and amount and dated the date of issuance
of the original Note, in lieu of such lost, stolen, destroyed or mutilated
Note.
19. Miscellaneous.
(A) Headings. Headings contained in this Note are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Note.
(B) Enforceability. If any provision which is contained in this Note
should, for any reason, be held to be invalid or unenforceable in any respect
under the laws of any jurisdiction, such invalidity or unenforceability shall
not affect any other provision of this Note and this Note shall be construed as
if such invalid or unenforceable provision had not been contained herein.
(C) Notices. Any notice or other communication required or permitted
hereunder shall be sufficiently given if sent by certified mail, postage
prepaid, return receipt requested addressed as follows:
To the Payee:
Tangiers Investors, LP
402 W Broadway Ste. 400
San Diego, California 92101
Attn: Michael Sobeck
To the Payor:
Monster Offers
PO Box 1092
Bonsall, CA 92003
or in each case to such other address as shall have last been furnished by like
notice. If the method of notice set forth in this Paragraph "(C)" of this
Article "19" of this Note is impossible for any reason, notice shall be in
writing and personally delivered to the aforesaid addresses. Each notice or
communication shall be deemed to have been given as of the date so mailed or
delivered as the case may be.
(D) Litigation. This Note shall in all respects be construed, governed,
applied and enforced in accordance with the laws of the State of California
applicable to contracts made and to be performed therein, without giving effect
to the principles of conflicts of law. The parties hereby consent to and
irrevocably and exclusively submit to personal jurisdiction over each of them
by the courts of the State of California in any action or proceeding,
irrevocably waive trial by jury and personal service of any and all process and
specifically consent that in any such action or proceeding, any service of
process may be effectuated upon any of them by certified mail, return receipt
requested, in accordance with Paragraph "(C)" of this Article "19" of this
Note. If the Payee commences legal action to interpret or enforce any of the
terms of this Note, the Payor shall pay all legal fees in full and costs
incurred by the Payee with respect to such action. If the parties dispute any
term or condition of this Note, Payor shall pay all legal fees of Payee
actually incurred within five (5) business days of receipt of the legal bill of
Payee's counsel.
(E) Costs.
(i) The sum of five hundred dollars ($500) will be deducted from the gross
proceeds of fifty thousand dollars ($50,000) to pay for the preparation of
documentation related to this, and any future transactions.
(F) Assignment. This Note may not be assigned or transferred by the Payor.
(G) Construction. Each of the parties hereto hereby further acknowledges
and agrees that (i) each has had significant input in the development of this
Note and (ii) this Note shall not, therefore, be construed more strictly
against any party responsible for its drafting regardless of any presumption or
rule requiring construction against the party who drafted this Note.
(H) Entire Agreement. This Note and all documents and instruments referred
to herein (i) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and thereof, and (ii) are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(I) Further Assurances. The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Note and the intents
and purposes hereof.
(J) Binding Agreement. This Note shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.
(K) Non-Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Note shall be deemed to have
been made unless expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants or
conditions of this Note or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of any such provisions,
covenants or conditions, (ii) the acceptance of performance of anything
required by this Note to be performed with knowledge of the breach or failure
of a covenant, condition or provision hereof shall not be deemed a waiver of
such breach or failure, and (iii) no waiver by any party of one breach by
another party shall be construed as a waiver of any other or subsequent breach.
(L) Modifications. This Note may not be changed, modified, extended,
terminated or discharged orally, but only by an agreement in writing, which is
signed by the Payor and the Payee of this Note.
(M) Exhibits. All Exhibits annexed or attached to this Note are
incorporated into this Note by reference thereto and constitute an integral
part of this Note.
(N) Severability. The provisions of this Note shall be deemed separable.
Therefore, if any part of this Note is rendered void, invalid or unenforceable,
such rendering shall not affect the validity or enforceability of the remainder
of this Note.
IN WITNESS WHEREOF, Payor has executed this Note as of the 16th day of
May, 2011.
Monster Offers
By: /s/ Paul Gain
----------------------------------
Paul Gain, Chief Executive Officer
Payee has executed this Note solely with
respect to Paragraph "G" of Article "4.
Tangiers Investors, LP
By: __________________________
Name:
Title:
Enclosures: 2
EXHIBIT A
NOTICE OF CONVERSION
To: Monster Offers
Attention: Chief Financial Officer
1. The undersigned hereby elects to convert $________________ principal amount
and $__________ of accrued and unpaid interest of that certain convertible
promissory Note dated May 7, 2011 in the original principal amount of
$50,000.00 at a conversion factor of 75% of the average of the lowest trading
prices during the seven (7) trading days prior to conversion of Common Stock of
Monster Offers, pursuant to the terms of the said Note. If this is a total
conversion or a final partial conversion of said note, then the undersigned
herewith tenders the original note, marked paid and satisfied.
2. Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
_________________________________ (Name)
_________________________________
_________________________________ (Address)
3. The undersigned hereby represents and warrants that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares.
______________________________
By: _________________________
Its: __________________________
Date:__________