EXHIBIT 10.1






 


THIS
NOTE, THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE, THE STOCK PURCHASE WARRANT ISSUABLE IN CONNECTION WITH THIS NOTE
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.





 


JAMESON
STANFORD RESOURCES CORPORATION


12%
CONVERTIBLE REDEEMABLE PROMISSORY NOTE


  


	October
    18, 2013	 $500,000


 


Jameson
Stanford Resources Corporation, a Nevada corporation (the “Company”), hereby promises to pay to the order of
Edward F. Brogan (the “Holder”) the principal amount of $500,000 (the “Principal Amount”)
together with interest thereon calculated from the date hereof in accordance with the provisions of this Convertible Redeemable
Promissory Note (the “Note”). This Note was offered in a private securities offering, the terms of which are
described in the Subscription Agreement executed by the Holder dated October 14, 2013 (the “Offering”).


 


1.
Payment of Interest. Simple interest will accrue at a rate of twelve percent (12%) annually on the unpaid Principal Amount
of this Note outstanding from time to time. The Company will pay to the Holder all accrued, but unpaid, interest no later than
October 31, 2015 (the “Maturity Date”). Any accrued interest which for any reason has not theretofore been
paid will be paid in full on the date on which the final principal payment on this Note is paid. Interest will accrue on any principal
payment due under this Note and on any interest which has not been paid on the date on which it is payable until such time as
payment is actually delivered to the Holder.


 


2.
Payment of Principal. The Company will pay the principal amount of five hundred thousand dollars ($500,000) (or such principal
amount then outstanding) to the Holder on or before the Maturity Date.


 


3.
Security. This Convertible Redeemable Promissory Note is secured by certain collateral assets owned by the Company through
its wholly-owned subsidiary, Bolcán Mining Corporation, subject to the terms, conditions and obligations of the Pledge
and Security Agreement dated as of the date hereof and shall rank pari passu in right of payment with the indebtedness
of the Company arising from the promissory notes described in Exhibit A hereto.


 


4.
Right of Redemption. Subject to the terms and provisions of this paragraph 4, the Company has the right to call this Note
for Redemption.


 


4.1.
Redemption. At any such time that shares of Common Stock of the Company (the “Common Stock”) shall have closed
at or above two dollars ($2.00) per share for twenty (20) consecutive trading days, the Company shall have the right (upon providing
written notice to the Holder), but not the obligation, to redeem all or any portion of the outstanding Principal Amount and accrued
interest by prepayment of such amount as the Company may determine (a “Redemption Event”).


 






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4.2.
In the event of any Redemption Event, the Company shall deliver to the Holder a written irrevocable redemption notice (the “Redemption
Notice”) indicating the amount intended to be so redeemed (the “Redemption Amount”) and the date
on which such redemption shall be made (the “Redemption Date”). Such Redemption Notice shall be delivered to
the Holder at least fifteen (15) business days prior to the Redemption Date.


 


4.3.
Upon receipt of any Redemption Notice, the Holder shall then have the option (by notifying the Company in writing within ten (10)
business days of receipt of the Redemption Notice) to accept the prepayment in cash or elect to convert the Note into Common Stock
pursuant to paragraph 6, below.


 


5.
Event of Default. Subject to the terms and provisions of this paragraph 5, default by the Company in payment of principal,
interest or other obligations of this Note when due shall cause an acceleration of all of the amounts due hereunder .


 


5.1.
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


(a)
Any default in the payment of the principal of, interest on or other charges in respect of this Note, as and when the same shall
become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);


 


(b)
The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commits any
breach or default of any provision of this Note.


 


5.2.
During the time that any portion of this Note is outstanding, if any Event of Default has occurred and such Default is not cured
by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount
equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and
other amounts owing in respect thereof (the “Default Amount”) shall become at the Holder’s election,
immediately due and payable in cash, provided however, the Holder at its option shall have the right(but shall have no obligation),
with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert
the Note into Common Stock pursuant to paragraph 6, below.


 


6.
Conversion.


 


6.1.
Optional Conversion by Holder. At any time prior to Maturity, the Holder shall have the right (upon providing written notice to
the Company), but not the obligation, to convert all or any portion of the outstanding Principal Amount together with accrued
interest into fully paid and nonassessable shares of Common Stock at the conversion price set forth below.


 


6.2.
Conversion Price. Subject to adjustment as described below, the conversion price per share (the “Conversion Price”)
shall be the lower of (a) fifty cents ($0.50) per share, or (b) eighty percent (80%) of the per share price of any equity offering
closed by the Company while this Note remains outstanding. The shares of Common Stock to be issued upon conversion are herein
referred to as the “Conversion Shares”.


 






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6.3.
Mechanics of Conversion. In the event that the Holder or the Company elects to convert this Note into shares of the Company’s
Common Stock (the “Converting Party”), the Converting Party shall give notice of such election by delivering
an executed and completed notice of conversion (“Notice of Conversion”) to the other party and such Notice
of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that
are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Company
shall make the appropriate reduction to the Principal Amount and accrued interest as entered in its records and shall provide
written notice thereof to the Holder within ten (10) business days after the Conversion Date. Each date on which a Notice of Conversion
is delivered or telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion
Date”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed
to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date
of receipt by the Company of the Notice of Conversion.


 


6.4.
Adjustment Provisions. The Conversion Price and the number and kind of shares or other securities to be issued upon conversion
determined herein shall be subject to adjustment from time to time upon the happening of certain events while this conversion
right remains outstanding, as follows:


 


(a)
Reclassification, etc. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same
or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest
thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities 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.


 


(b)
Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number
of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall
be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination
of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such
event bears to the total number of shares of Common Stock outstanding immediately prior to such event.


 


6.5.
Reservation of Shares. During the period the conversion right exists, the Company 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 Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company
agrees that its issuance of this Note shall constitute 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.


 






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7.
Common Stock Purchase Warrant. In connection with the Offering, the Company shall issue to the Holder a Common Stock Purchase
Warrant entitling the Holder to purchase, through and including October 31, 2015, five hundred thousand (500,000) shares of Common
Stock at an exercise price of one dollar ($1.00) per share. The form of the Common Stock Purchase Warrant is attached hereto as
Exhibit B.


 


8.
Amendment and Waiver. Except as otherwise expressly provided herein, the provisions of the Note may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder.


 


9.
Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full or upon full conversion
of this Note, this Note shall be surrendered to the Company for cancellation and will not be reissued.


 


10.
Place of Payment. Payments of principal and interest are to be delivered to the Holder at the address set forth below for
the Holder or to such other address or to the attention of such other person as specified by prior written notice to the Note.


 


11.
Rank, Pari Passu. This Note shall be senior in rank to any other debt held by officers, directors or affiliates of the Company
and may not be subordinated to any other debt issued by the Company without the written consent of the Holder except the obligations
of the Company under this Note rank pari passu in right of payment with the indebtedness of the Company arising from the
promissory notes described in Exhibit A hereto.


 


IN
WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first above written.


  


JAMESON
STANFORD RESOURCES CORPORATION


  


	By: 	/s/
    Michael Stanford	 
	 	 	 
	Name:	Michael Stanford	 
	 	 	 
	Title: 	Chairman & Chief Executive Officer	 
	 	 	 
	Date:	October 18, 2013	 


 






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Exhibit
A


 


Other
Indebtedness


 




Jameson Stanford Resources Corporation 12% Convertible Redeemable Promissory Note dated August 19, 2013 in the principal amount
of $500,000 due September 14, 2015 issued to Joseph Marchal.


 


Jameson
Stanford Resources Corporation 12% Convertible Redeemable Promissory Note dated October 18, 2013 in the aggregate principal amount
of up to $1,000,000 due October 31, 2015, which amount includes the principal amount of this Note.


 






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Exhibit
B


 


Common
Stock Purchase Warrant


 


THIS
COMMON STOCK PURCHASE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.


 


JAMESON
STANFORD RESOURCES CORPORATION


COMMON
STOCK PURCHASE WARRANT


 


Jameson
Stanford Resources Corporation, a Nevada corporation (the “Company”), hereby agrees that, for value received,
Joseph Marchal (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
at any time or from time to time before 5:00 p.m. ET, on September 30, 2015, five hundred thousand (500,000) shares of Common
Stock of the Company (the “Common Stock”), at an exercise price of $1.00 per share, subject to adjustment (the
“Exercise Price”). This Common Stock Purchase Warrant (the “Warrant”) was offered as part
of a private securities offering of Convertible Redeemable Promissory Notes and Common Stock Purchase Warrants, the terms of which
are described in such respective agreements executed by the Holder of same date herewith (the “Offering”).


 


	1.		EXERCISE OF WARRANT. The
purchase rights granted by this Warrant shall be exercised in whole or in part by the Holder surrendering this Warrant with the
form of exercise document attached hereto duly executed by such Holder, to the Company at its principal office, accompanied by
cash or by certified check or by bank wire transfer in immediately available funds payable to the order of the Company for the
purchase price payable in respect of the shares of Common Stock being purchased (the “Warrant Shares”). If
less than all of the shares purchasable hereunder are purchased, the Company will, upon such exercise, execute and deliver to
the Holder hereof a new Warrant (dated the date hereof) evidencing the number of shares not so purchased.



 


			Net Issue
                                                                            Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Warrant Shares equal to the value of this
                                                                            Warrant by surrender of this Warrant at the principal office of the Company together with notice of such election, in which
                                                                            event the Company shall issue to the Holder the number of Warrant Shares computed using the following formula:



 






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	 	X	= 	Y*(Z-T)/Z
	 	 	 	 
	Where: 	X	=	the number of Warrant Shares to be issued to the Holder.
	 	Y	=	the number of Warrant Shares purchasable hereunder.
	 	Z	=	the market value of one Share of Common Stock on the date of determination.
	 	T	=	the per share Exercise Price (as adjusted).


 


Market Value. For purposes of
this Section 1, the per share market value of the Warrant Shares shall be the average of the closing prices of the Common Stock
as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, for the fifteen
trading days ending five trading days prior to the date of determination of market value.


 


As soon as practicable after
any exercise of this Warrant and payment of the purchase price (if applicable), the Company will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder may direct, a certificate or certificates representing the Warrant Shares
purchased upon such exercise. The Company may require that such certificate or certificates contain on the face thereof a legend
substantially as follows:


 


“The transfer of the shares
represented by this certificate is restricted pursuant to the terms of a Common Stock Purchase Warrant dated August 19, 2013 issued
by Jameson Stanford Resources Corporation, a copy of which is available for inspection at the offices of Jameson Stanford Resources
Corporation. Transfer may not be made except in accordance with the terms of the Common Stock Purchase Warrant. In addition, no
sale, offer to sell or transfer of this Common Stock Purchase Warrant or the shares of common stock represented by this certificate
shall be made unless a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”),
with respect to such shares is then in effect or an exemption from the registration requirements of the Securities Act is then
in fact applicable to such shares.”


 


2. NEGOTIABILITY AND TRANSFER. This
Warrant is issued upon the following terms, to which each Holder hereof consents and agrees:


 


(a) Until this Warrant is duly transferred
on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner hereof for all purposes
without being affected by any notice to the contrary.


 


(b) Each successive Holder of this Warrant, or of any
portion of the rights represented thereby, shall be bound by the terms and conditions set forth herein.


 


3. STOCK SPLIT; STOCK DIVIDENDS; REORGANIZATIONS.
If the Company shall at any time hereafter subdivide or combine its outstanding shares of common stock, or declare a dividend payable
in common stock, the exercise price hereof in effect immediately prior to the subdivision, combination or record date for such
dividend payable in common stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased,
in the case of subdivision or declaration of a dividend payable in common stock, and the number of shares purchasable upon exercise
of this Warrant immediately preceding such event shall be changed to the number determined by dividing the then current exercise
price by the exercise price as adjusted after such subdivision, combination or dividend payable in common stock and against the
number of shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price
and number of shares purchasable after such event proportional to such exercise price and number of shares purchasable immediately
preceding such event.


 




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(a) No fractional shares are to
be issued upon the exercise of the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which
would otherwise be issuable in an amount equal to the same fraction of the market price per share of the Common Stock on the day
of exercise as determined in good faith by the Company.


 


(b) In case of any capital reorganization
or any reclassification of the common stock of the Company, or in the case of any consolidation with or merger of the Company into
or with another entity or the sale of all or substantially all of its assets to another entity, which is effected in such a manner
that the Holders of common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for common
stock, then, as a part of such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision
shall be made so that the Holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind
and amount of shares of stock or other securities or property which the Holder would have been entitled to receive if, immediately
prior to such reorganization, reclassification, consolidation, merger or sale, the Holder had held the number of shares which were
then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the
Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights
and interest thereafter of the Holder of the Warrant, to the end that the provisions set forth herein (including provisions with
respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of the Warrant.


 


(c) When any adjustment is required
to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (i) prepare
and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price, and (i) cause
a copy of such statement to be mailed to the Holder of the Warrant as of a date within ten (10) days after the date when the circumstances
giving rise to the adjustment occurred.


 


4. NOTICES. The Company shall mail
to the registered Holder of the Warrant, at his or her last known post office address appearing on the books of the Company, not
less than fifteen (15) days prior to the date on which (a) a record will be taken for the purpose of determining the holders of
common stock entitled to dividends (other than cash dividends) or subscription rights, or (b) a record will be taken (or in lieu
thereof, the transfer books will be closed) for the purpose of determining the Holders of common stock entitled to notice of and
to vote at a meeting of shareholders at which any capital reorganization, reclassification of common stock, consolidation, merger,
dissolution, liquidation, winding up or sale of substantially all of the Company’s assets shall be considered and acted upon.


 




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5. RESERVATION OF COMMON STOCK.
A number of shares of common stock sufficient to provide for the exercise of the Warrant and the shares of common stock included
therein upon the basis herein set forth shall at all times be reserved for the exercise hereof.


 


6. MISCELLANEOUS. Whenever reference
is made herein to the issue or sale of shares of common stock, the terms “common stock” or “shares” shall
include any stock of any class of the Company other than preferred stock that has a fixed limit on dividends and a fixed amount
payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company.


 


(a) The Company will not, by amendment
of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other
voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions
to be observed or performed hereunder by the Company, but will, at all times in good faith, assist, insofar as it is able, in the
carrying out of all provisions hereof and in the taking of all other action which may be necessary in order to protect the rights
of the Holder hereof against dilution.


 


(b) The representations, warranties and
agreements herein contained shall survive the exercise of this Warrant. References to the “Holder of” include the immediate
Holder of shares purchased on the exercise of this Warrant, and the word “Holder” shall include the plural thereof.
This Warrant shall be interpreted under the laws of the State of Nevada.


 


(c) All shares or other securities issued
upon the exercise of the Warrant shall be validly issued, fully paid and non assessable, and the Company will pay all taxes in
respect of the issuer hereof.


 


(d) Notwithstanding anything contained
herein to the contrary, the Holder of this Warrant shall not be deemed a shareholder of the Company for any purpose whatsoever
until and unless this Warrant is duly exercised or converted.


 




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IN WITNESS WHEREOF, the Company has caused this Warrant
to be executed by its officer thereunto duly authorized as of this 18th day of October 2013.


 


	JAMESON STANFORD RESOURCES CORPORATION	 
	 	 	 
	By: 	/s/
    Michael Stanford	 
	 	 	 
	Name:	Michael Stanford	 
	 	 	 
	Title:	President & Chief Executive Officer	 
	 	 	 
	Date:	October 18, 2013	 



 



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Exhibit to Common Stock Purchase Warrant
dated October 18, 2013


 


NOTICE OF EXERCISE OF WARRANT TO PURCHASE
SHARES OF


 


COMMON STOCK OF JAMESON STANFORD RESOURCES
CORPORATION


 


The undersigned does
by this notice request that Jameson Stanford Resources Corporation, a Nevada corporation (the “Company”), issue
to the undersigned that number of shares of Common Stock of the Company specified below (the “Shares”) at the
price per Share specified below pursuant to the exercise of the undersigned’s rights under the Common Stock Purchase Warrant
(the “Warrant”) dated October 18, 2013.


 


Simultaneously herewith,
the undersigned delivers to the Company the purchase price for the Shares (i.e., that amount which is obtained by multiplying the
number of Shares for which the Warrant is being exercised by the price specified), by good funds. In the event of Net Issue Exercise
no payment is required.


 


The undersigned hereby
represents and warrants that the undersigned is acquiring the Shares for the undersigned’s own account and not on behalf
of any other person and without any present view to making a public offering or distribution of same and without any present intention
of selling same at any particular time or at any particular price or upon the occurrence of any particular event or circumstance.


 


The undersigned acknowledges
and understands that in connection with the acquisition of the Shares by the undersigned:


 


	 	1.	The Company has informed the undersigned that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities or Blue Sky law or laws, and thus the Shares may not be transferred or otherwise disposed of until the Shares are subsequently registered under the Securities Act and the applicable state securities or Blue Sky law or laws or an ex-emption from such registration requirements is available.
	 	 	 
	 	2.	The undersigned has been informed that a legend referring to the restrictions indicated herein on transferability and sale will be placed upon the certificate(s) evidencing the Shares.
	 	 	 
	 	3.	The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act, as amended.
	 	 	 
	 	4.	If the undersigned is required to file a Form 144 with the Securities and Exchange Commission in connection with sales of the Shares pursuant to Rule 144 under the Act, the undersigned shall mail a copy of such Form to the Company at the same time and each time the undersigned mails a copy to the Securities and Exchange Commission.



 



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Cash Exercise:


 


		A.	Date of Warrant: October 18, 2013



 


		B.	Number of Shares purchasable under Warrant: 500,000



 


		C.	Number of Shares of Common Stock to be purchased at this time: _______________



 


		D.	Exercise price per Share: $1.00



 


		E.	Aggregate price to be paid for Shares actually purchased (D*C) = $______________



 


OR


 


Net Issue Exercise:


 


		A.	Date of Warrant: October 18, 2013



 


		B.	Number of Warrant Shares covered by Warrant: 500,000 (Y)



 


		C.	Market value of one Share of Common Stock (Z)



 


		D.	Exercise price per Share: $1.00 (T)



 


		E.	Number
of Warrant Shares to be issued to the Holder: _______________ (X) Where: X =  Y*(Z-T)/Z



  


	PURCHASER	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	Edward F. Brogan	 
	 	 	 
	Date:	 	 




 



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