THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND ALL SUCH OTHER APPLICABLE
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
RECEIVED, World Series of Golf, a Nevada corporation (the Company), promises
to pay to the order of Joseph Martinez (or his assigns, the Holder), or shall
have paid pursuant to the terms hereunder, at the Holders principal office or
such other address as the Holder of this Note shall designate from time to
time, the principal sum of Two Hundred Seventy-Five Thousand dollars ($275,000)
(the Principal Amount) by August 12, 2013 (the Maturity Date), or such
earlier date as this Note is required or permitted to be repaid as provided
hereunder, and to pay simple interest to the Holder on the aggregate
unconverted and then outstanding Principal Amount of this Note in accordance
with the provisions hereof.
is subject to the following additional provisions:
Simple interest on this Note shall accrue daily commencing on the date of
issuance at the rate of 1% per annum, and shall be payable in cash on the
Maturity Date, unless this Note is earlier prepaid as provided herein, in which
event interest shall be payable on the date of such prepayment with respect to
the Principal Amount being prepaid.
At its option, the Company may, from time to time, prepay all or any portion of
the Principal Amount of this Note in cash.
Notwithstanding anything to the contrary contained herein, if any of the
following conditions or events (each, an Event of Default and collectively,
the Events of Default) shall occur and be continuing:
(a) The Company fails to pay any principal or interest of this Note
when such amount becomes due and payable in accordance with the terms thereof
and such payment is not made with three business days of when it is due.
Bankruptcy; Appointment of Receiver, Etc. (1) A court having jurisdiction
in the premises shall enter a decree or order for relief in respect of the
Company in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or
hereafter in effect, which decree or order is not stayed; or (2) an
involuntary case is commenced against the Company under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect in which
a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver shall have been entered and continues for sixty (60)
days unless dismissed, bonded, stayed, vacated or discharged; or
Bankruptcy; Appointment of Receiver, Etc. The Company shall have an order
for relief entered with respect to it or commence a voluntary case under the
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, or shall
consent to the appointment of or taking possession by a receiver for all or a
substantial part of its property; or the making by the Company of any
assignment for the benefit of creditors; or in the event of any liquidation,
dissolution or winding up of the Company, either voluntary or involuntary;
the occurrence of any Event of Default described in this Section 2, (a) the
Holder may, by notice to the Company, declare the Principal Amount and all
accrued and unpaid interest to be forthwith due and payable in cash, and (b)
the Holder may exercise any or all rights and remedies available to it
hereunder or under applicable law or otherwise.
Demand. The Company hereby waives any right to presentment, demand, protest
or notice of dishonor and protest of this Note and any other notice, and any
set-off against sums due and payable under this Note that the Company may have
or claim to have against any Holder of this Note.
No transfer of this Note or any of the rights contained herein may be effected
unless the Company consents in writing thereto. Any transfer, attempted
transfer or other disposition in violation of the foregoing restriction shall
be deemed null and void and of no binding effect
Law. This Note shall be governed by and construed under the laws of the
State of New York applied to contracts between residents of said State and
executed and wholly performed in said State.
Except as otherwise expressly provided herein, any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given or
delivered (as the case may be) upon personal delivery (professional courier
permissible) by facsimile (with written confirmation of receipt) or when mailed
by registered or certified United States mail, three (3) business days after
deposit in the United States mail. Such notice may be personally delivered or
sent to the following address: (a) if to the Holder, to Joseph Martinez, to
either his office or his residence, or to such other address which the Holder
shall have given notice pursuant hereto to the Company, or, (b) if to the
Company, to World Series of Golf, Inc., 10161 Park Run Drive, Suite 150, Las
Vegas, NV 89145, Attention: CEO, or to such other address of which the Company
shall have given notice pursuant hereto with a copy to Andrea Cataneo,
Sichenzia Ross Friedman Ference LLP, Facsimile: 212-930-9725.
Any term of this Note may be amended only with the written consent of the
Company and the Holder.
If one or more provisions of this Note are held to be unenforceable under
applicable law, such provision shall be excluded from this Note and the balance
of this Note shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.
Fees. If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of this Note the prevailing party
shall be entitled to reasonable attorneys fees, costs and disbursements in
addition to any other relief to which such party may be entitled.
In the event of any dispute between the Company and the Holder with respect to
any of the provisions of this Note, the Company and the Holder agree to submit
such dispute to binding arbitration before a single arbitrator reasonably
acceptable to the Company and the Holder, conducted in New York, New York
pursuant to the commercial rules of the American Arbitration Association. The
determination of the arbitrator shall be conclusive and binding upon the
Company and the Holder. The non-prevailing party to an arbitration shall pay
its own expenses, the fees of the arbitrator, any administrative fees of the
American Arbitration Association, and the expenses, including reasonable fees,
costs and disbursements of counsel, incurred by the prevailing party.
undersigned has executed this Note as of the date set forth above.
of Golf, Inc.