Exhibit 10.16


 


 





CONVERTIBLE
PROMISSORY NOTE


 


 


 


 


	Amount:  $214,281.40 	Date: May 31, 2011


 


 


FOR VALUE RECEIVED,
and as a partial offset to amounts owed to Bleeding Rock LLC under and pursuant to an Operating Agreement between Bleeding Rock
LLC and GreenRiver Resources Corp. (the "Debtor" or "Company"), the Company hereby promises to pay in lawful
money of the United States to the order of Bleeding Rock, LLC, or its successors or assigns ("Lender") at such
place as the holder hereof may from time to time designate in writing, the principal sum of Two Hundred Fourteen Thousand Two
Hundred Eighty One and 40/100 Dollars (214,281.40), together with interest on the unpaid principal balance hereof from the date
hereof until paid in full.


 


 


	1.		PAYMENTS OF
                                                                              PRINCIPAL AND INTEREST.



 


Debtor
will pay this Note in full, together with interest, on the earlier of December 31,2012 or receipt of funds by the Company greater
than $6 million pursuant to an equity offering by the Company("Due Date"), together with all accrued and unpaid interest.
This Note shall bear interest at the rate of six percent (6%) per annum. Debtor will pay Lender at such place as Lender may designate
in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to interest and then to principal.


 


	2.		EVENT OF DEFAULT.



 


The
occurrence of the following shall be deemed to be an event of default (an "Event of Default") hereunder: (a) Company
fails to pay when due any sums payable hereunder; (b) Company files a voluntary petition in bankruptcy or a petition or answer
seeking liquidation, reorganization or an arrangement with its creditors; (c) Company applies for, or consents to, the appointment
of a receiver, trustee or liquidator, admits in writing its inability to pay its debts or makes a general assignment for the benefit
of its creditors; (d) Company defaults in the performance under any term, covenant, condition, or obligation contained herein;
(e) Company fails to perform any other obligation under this Note, or (f) the representations of the Company under this Note prove
to be untrue.


 


	3.		ACCELERATION
                                                                              AND LATE CHARGE.



 


3.1
Upon the occurrence of an Event of Default and without further notice to Debtor, all unpaid principal, plus all accrued interest
and other amounts due hereunder, shall become immediately due and payable.


 


3.2
Any amount which is not paid when due hereunder shall thereafter, in addition to the other amounts payable hereunder by reason
thereof, bear interest at a rate equal to twelvepercent (12%) per annum (or such lesser rate as is the maximum rate permitted
by applicable laws) commencing the date fifteen (15) days after the due date until paid.


 






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	5.		ATTORNEYS FEES.



 


Should
suit be brought to enforce, interpret or collect any part of this Note, the Lender shall be entitled to recover, as an element
of the costs of suit and not as damages, reasonable attorneys' fees and all other costs of enforcement and collection.


 


	6.		CONVERSION.



 


6.1
Conversion Right. Upon the acquisition of the Company by Millstream Ventures, Inc., Lender shall convert all, but not less
than all, of the principal amount of the Notes and all accrued interest thereon into 1,071,407 shares of the Company's common
shares.




 





6.2
Mechanics and Effect of Conversion. Upon conversion, the Lender shall (a) surrender this Note, duly endorsed, at the
principal offices of the Company, together with a written notice in substantially the form attached hereto as Annex A (the "Conversion
Notice"), to the Company of the Lender's election to convert, and (b) execute a subscription agreement and all other documents
required to executed by other investors in such financing round ( the "Subscription Agreement") with typical investor
representations, including representations required to establish Lender's status, or any assign, as an "Accredited Investor,"
as defined in Rule 501 of Regulation D promulgated pursuant to the 1933 Act. At its expense, the Company will, as soon as practicable
thereafter, and in any event within thirty (30) business days thereafter, issue and deliver to Lender, a certificate or certificates
for the number of shares of Equity Stock to which Lender is entitled upon such conversion (bearing the securities legend set forth
on this Note and any other legends that may be required by applicable state or federal securities law in the opinion of legal
counsel for Company), together with any other securities or property to which the Lender is entitled upon such conversion under
the terms of this Note, including a check payable to the order of the Lender for any cash amounts payable as provided above as
a result of the conversion of this Note into a fractional share of Equity Stock. Upon full conversion of the entire unpaid balance
of this Note, the Company will be released from all its obligations and l iabilities under this Note.


 


6.3
When Conversion Effected. A conversion the unpaid balance of this Note shall be deemed to have been effected immediately
prior to the close of business on the business day on which the Note, the Conversion Notice and the Subscription Agreement are
surrendered to the Company as provided above, and at such time, the person in whose name any certificates for shares of Equity
Stock shall be issuable upon conversion as provided herein shall be deemed to be the record holder of such shares of the Equity
Stock as of such date for all purposes.


 


7.
NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its Articles of Incorporation or bylaws or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order
to protect the rights of the Lender against dilution or other impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any shares of stock receivable on the exercise of this Note above the amount payable
therefor on such exercise, (b) will at all times reserve and keep available a number of its authorized shares of Equity Stock
or such other securities as may be issuable on conversion of this Note (and on the conversion or exercise of such other securities),
free from all preemptive rights thereon, which will be sufficient to permit the full conversion of this Note, and (c) shall take
all such action as may be necessary or appropriate in order that said shares of Equity Stock (or such other securities) that may
be issued pursuant to the conversion of this Note will, upon issuance, be duly and validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue thereof.




 






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8.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Lender that:


 


8.1
Authorization. All corporate action on the part of the Company, its officers, directors and shareholders necessary
for the authorization, execution and delivery of this Note, the performance of all obligations of the Company hereunder, and the
authorization, issuance (or reservation for issuance) and delivery of the shares to be issued upon conversion of the Note has
been taken.


 


8.2
Valid Issuance of Stock. The Equity Stock, when issued, sold and delivered in accordance with terms of
this Note, will be duly and validly issued, fully paid and nonassessable.


 


9.
LOSS OR MUTILATION. On receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, on delivery
of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Note, the Company at its expense will execute and deliver, in lieu thereof, a new Note of like
tenor.


 


10.
NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Note does not by itself entitle
the Lender to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by the Lender
to purchase Equity Stock by conversion of this Note, no provisions hereof, and no enumeration herein of the rights or privileges
of the Lender shall cause the Lender to be a stockholder of the Company.


 


11.
NOTICES. All notices referred to in this Note shall be in writing and shall be deliverable personally
or by certified or registered mail, return receipt requested, postage prepaid and will be deemed, to have been given when so delivered
or mailed (i) to the Company, at its principal executive offices and (ii) to the Lender, at such address as appears in the records
of the Company (unless otherwise indicated by Lender).


 


12.
RIGHT TO PREPAY. Company shall have the right to prepay this Note without penalty at any time prior to
the earlier of the Due Date or the date this Note is converted pursuant to Section 6 hereof.




 






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In
Witness Whereof, the
Company has executed
this Note as of the
date first above written.


 


 






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ANNEX
A


 


 





 


 


[FORM
OF CONVERSION NOTICE]


 


(To
be executed upon conversion of the Convertible Promissory Note)


 


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Convertible Promissory Note, to convert
the entire unpaid amount of $ outstanding under the Convertible Promissory Note, including all late charges, principal, and interest
as of the date hereof, at the Conversion Price identified in the Convertible Promissory Note into shares of ____. In lieu of any
fractional shares to which the undersigned would otherwise be entitled upon conversion of the Convertible Promissory Note, please
pay to the undersigned an amount in cash equal to the then current fair market value of such fractional shares, pursuant to the
terms of the Convertible Promissory Note.


 


Dated: _______________


 


Signature:  ______________________________




 


 






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