temn_8k-ex4x1.htm


    Exhibit
4.1

    CONVERTIBLE
PROMISSORY NOTE

    $600,000
PLUS INTEREST DUE & PAYABLE

    DOCUMENT
B-11092009a

    


    THIS NOTE
AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE
UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE
EXEMPTION OR SAFE HARBOR PROVISION.

    


    FOR VALUE
RECEIVED, on the Effective Date, as defined below on the signature page, Team Nation Holdings Corp. as
Obligor ("Borrower,” or “Obligor”), hereby promises to pay to the Lender
(“Lender” or “ Holder”), as defined below on the signature page, the Principal
Sum, as defined below, along with the Interest Rate, as defined below, according
to the terms herein.

    


    


    
      	
               

              The
      "Lender" shall be:

            	
               

              JMJ
      Financial / Its Principal, or Its Assignees

            
	
               

              The
      "Principal Sum" shall be:

            	
               

              $600,000
      (six hundred thousand US Dollars): Subject to the following: accrued,
      unpaid interest shall be added to the Principal Sum.

            
	
               

              The
      “Consideration” shall be:

               

            	
               

              $500,000
      (five hundred thousand US dollars) in the form of the Secured &
      Collateralized Promissory Note Document C-11092009a (including Security
      & Collateral Agreement).

            
	
               

              The
      "Interest Rate" shall be:

            	
               

              12%
      one-time interest charge on the Principal Sum.   No
      interest or principal payments are required until the Maturity Date, but
      both principal and interest may be included in conversion prior to
      maturity date.

            
	
               

              The
      "Conversion Price" shall be the following price:

            	
               

              As
      applied to the Conversion Formula set forth in 2.2, 40% (forty percent) of
      the lowest trade price in the 20 trading days previous to the conversion;
      as applies to Team Nation Holdings Corp. voting common
    stock.

            
	
               

              The
      "Maturity Date" is the date upon which the Principal Sum of this Note, as
      well as any unpaid interest shall be due and payable, and that date shall
      be:

               

            	
               

              3
      (three) years from the Effective Date, as defined below on the signature
      page.

            
	
               

              The
      “Prepayment Terms” shall be:

            	
               

              Prepayment
      is not permitted, unless approved by Holder in writing.

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    


    ARTICLE
1 PAYMENT-RELATED PROVISIONS

    


    1.1 Interest Rate. Subject to the
Holder's right to convert, interest payable on this Note will accrue interest at
the Interest Rate and shall be applied to the Principal Sum.

    


    


    


    ARTICLE
2 CONVERSION RIGHTS

    


    The Holder will have the right to
convert the Principal Sum and accrued interest under this Note into Shares of
the Borrower's Common Stock as set forth below.

    


    2.1 Conversion Rights and Cashless
Exercise. Subject to the terms set forth in Section 2.7, the Holder will have
the right at its election from and after the Effective Date, and then at any
time, to convert all or part of the outstanding and unpaid Principal Sum and
accrued interest into shares of fully paid and nonassessable shares of common
stock of Team Nation Holdings Corp.(as such stock exists on the date of issuance
of this Note, or any shares of capital stock of Team Nation Holdings Corp. into
which such stock is hereafter changed or reclassified, the "Common Stock") as
per the Conversion Formula set forth in Section 2.2. Any such conversion shall
be cashless, and shall not require further payment from
Holder.  Unless otherwise agreed in writing by both the Borrower and
the Holder, at no time will the Holder convert any amount of the Note into
common stock that would result in the Holder owning more than 4.99% of the
common stock outstanding of Team Nation Holdings Corp.  Shares from
any such conversion will be delivered to Holder within 2 (two) business days of
conversion notice delivery (see 3.1) via 10:30am priority overnight delivery
service (see Section 2.6).

    


    


                    
2.2. Conversion Formula. The number of shares issued through conversion is the
conversion amount divided by the conversion price.

    


    # Shares
= Conversion
Amount

         Conversion
Price

     

    2.3
Conversion Formula Adjustments. The Conversion Formula described in Sections 2.2
and the number and kind of shares or other securities to be issued upon
conversion is subject to adjustment upon any of the events as described in 2.3.1
to 2.3.3, or any other event as mutually agreed in writing by both the Holder
and Borrower.  The adjustment due to any of the described events shall
be: The result of the Conversion Formula described in 2.2 above shall be
multiplied by (2) two, such that the number of shares calculated in the
Conversion Formula would be doubled.

    


    2.3.1.
Merger, Consolidation or Sale of Assets. If the Borrower at any time
consolidates with or merges into, or sells or conveys all or substantially all
of its assets to, any other entity, the unpaid Principal Sum of this Note and
accrued interest thereon will thereafter be deemed to evidence the right to
purchase such number and kind of shares or other securities and property as
would have been issuable or distributable, on account of such consolidation,
merger, sale or conveyance, upon or with respect to the securities

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    subject
to the conversion or purchase right immediately prior to such consolidation,
merger, sale or conveyance. The foregoing provision will similarly apply to
successive transactions of a similar nature by any such successor or purchaser.
Without limiting the generality of the foregoing, the anti-dilution provisions
of this Note will apply to such securities of such successor or purchaser after
any such consolidation, merger, sale or conveyance.

    


    2.3.2. Reclassification. If the
Borrower at any time, by reclassification or otherwise, changes the Common Stock
into the same or a different number of securities of any class or classes, the
unpaid Principal Sum of this Note and accrued interest thereon will thereafter
be deemed to evidence the right to purchase such number and kind of securities
as would have been issuable as the result of such change with respect to the
Common Stock immediately prior to such reclassification or other
change.

    


    2.3.3.
Stock Splits, Stock Dividends, and Combinations.  If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a stock dividend is paid on the Common
Stock.

    


    2.4. This
section 2.4 intentionally left blank.

    


    2.5
Reservation of Shares. As of the issuance date of this Note and for the
remaining period during which the conversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Common Stock upon the full conversion of
this Note. The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable. The Borrower agrees that its
issuance of this Note constitutes full authority to its officers, agents and
transfer agents who are charged with the duty of executing and issuing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the conversion of this Note.

    


    2.6.
Delivery of Conversion Shares.  Shares from any such conversion will
be delivered to Holder by 2:30pm EST within 2 (two) business days of conversion
notice delivery (see 3.1) by
“DWAC/FAST” electronic transfer (see “Share Delivery”
attachment).  If those shares are not delivered in accordance with
this timeframe stated in this Section 2.6, at any time for any reason prior to
offering those shares for sale in a private transaction or in the public market
through its broker, Holder may rescind that particular conversion to have the
conversion amount returned to the note balance with the conversion shares
returned to the Borrower. The
Company will make its best efforts to deliver shares to Holder same day / next
day. For each conversion, in the event that shares are not delivered by
the third business day (inclusive of the day of the conversion), a penalty of
$2,000 per day will be assessed for each day after the third business day
(inclusive of the day of the conversion) until share delivery is made; and such
penalty will be added to the principal balance of the Note (under JMJ
Financial’s expectation that any penalty amounts will tack back to the original
date of the note).

    


    2.7.
Discharge By Payment.  Conversions under this Convertible Promissory
Note Document B-11092009a are available only after the Conversion Amount
described herein is discharged by payment of equal or greater value from the
Secured & Collateralized Promissory Note Document C-11092009a by either, at
the Holder’s choice, cash payment, or surrender of security/collateral, or other
negotiated form of payment mutually agreed to in writing.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    ARTICLE
3 MISCELLANEOUS

    


    3.1. Notices. Any notice required or
permitted hereunder must be in writing and either personally served, sent by
facsimile or email transmission, or sent by overnight
courier.  Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business
day after such notice is deposited with the courier service for
delivery.

    


    3.2. Amendment Provision. The term
"Note" and all reference thereto, as used throughout this instrument, means this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented.

    


    3.3. Assignability. This Note will be
binding upon the Borrower and its successors and permitted assigns, and will
inure to the benefit of the Holder and its successors and permitted assigns, and
may be assigned by the Holder.

    


    3.4.
Governing Law. This Note will be governed by, and construed and enforced in
accordance, with the laws of the State of Florida, without regard to the
conflict of laws principles thereof.  Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Florida or in the federal
courts located in Miami-Dade County, in the State of Florida.  Both
parties and the individuals signing this Agreement agree to submit to the
jurisdiction of such courts.

    


    


    3.5. Maximum Payments. Nothing
contained herein may be deemed to establish or require the payment of a rate of
interest or other charges in excess of the maximum permitted by applicable law.
In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of
such maximum will be credited against amounts owed by the Borrower to the Holder
and thus refunded to the Borrower.

    


    3.6.
Attorney Fees. In the event any attorney is employed by either party to this
Note with regard to any legal or equitable action, arbitration or other
proceeding brought by such party for the enforcement of this Note or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Note, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which the
prevailing party may be entitled.

    


    3.7. No
Public Announcement. Except as required by securities law, no public
announcement may be made regarding this Note, payments, or conversions without
written permission by both Borrower and Holder.

    


    3.8.
Opinion of Counsel. In the event that an opinion of counsel is needed for any
matter related to this Note, Holder has the right to have any such opinion
provided by its counsel.  Holder also has the right to have any such
opinion provided by Borrower’s counsel.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    


    3.9.
Effective Date.  This Note will become effective only upon occurrence
of the three following events: the Effective Date  has been reached,
execution by both parties, and delivery of valid payment by the Lender in the
form of the Secured & Collateralized Promissory Note Document C-11092009a
(including Security & Collateral Agreement).

    


    3.10.
Director’s Resolution.  Once effective, Borrower will execute and
deliver to Holder a copy of a Board of Director’s resolution resolving that this
note is validly issued, paid, and effective.

    


    


    


    


    


    BORROWER[S]:                                                                           

    


    


    


    /s/ Dennis
Duffy________                                                                           

    Dennis
Duffy

    Chairman
& CEO

    Team
Nation Holdings Corp.

    


    


    


    


    


    LENDER/HOLDER:

    


    


    


    /s/Justin
Keener___________

    JMJ
Financial / Its Principal

    


    EFFECTIVE
DATE AS EXECUTED BY LENDER/HOLDER: November 18,
2009______

    


    


    NOTARY
FOR SIGNATURE BY LENDER/HOLDER:

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SAMPLE

    


    NOTICE OF
CONVERSION

    


    (To be
executed by the Holder in order to convert the Note)

    


    The
undersigned hereby elects to convert a portion of the Note issued by Team Nation
Holdings Corp. into Shares of Common Stock of Team Nation Holdings Corp.
according to the conditions set forth in such Note, as of the date written
below.

    


    Date of
Conversion:________________________________________________

    


    Conversion
Amount:__________________________________________________

    


    Conversion
Price:__________________________________________________

    


    Shares To
Be Delivered:_____________________________________________

    


    Signature:________________________________________________________

    


    Print
Name:______________________________________________________

    


    Address:________________________________________________________

    


    _______________________________________________________________

    


     _______________________________________________________________

    


    


    


    


    Shares
must be delivered to Holder within 2 (two) business days of conversion notice
via 10:30am priority overnight delivery service in accordance with Section
2.6.

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     SHARE
DELIVERY ATTACHMENT

    


    EXAMPLE

    


    2.6.
Delivery of Conversion Shares.  Shares from any such conversion will
be delivered to Holder within 2 (two) business days of conversion notice
delivery (see 3.1) via 10:30am priority overnight delivery
service.  If those shares are not delivered in accordance with this
timeframe stated in this Section 2.6, at any time for any reason prior to
offering those shares for sale in a private transaction or in the public market
through its broker, Holder may rescind that particular conversion to have the
conversion amount returned to the note balance with the conversion shares
returned to the Borrower.

    


    Example:

    


    Holder
delivers conversion notice to Borrower at 4:45pm eastern time on Monday January
1st.

    


    Borrower’s
transfer agent must send shares to Holder via 10:30am overnight delivery no
later than Tuesday January 2nd.

    


    Holder
must have received the shares or received delivery attempt no later than 10:30am
eastern time on Wednesday January 3rd.