ConvertiblePromissory Note

 

**No. 2012-1-20000**

 

 

ForValue Received, Premier Beverage Group Corp**.,**a Nevada corporation, (“Borrower”) promises to pay to the order of [ ](“Lender”) the principal amount (“Principal Amount”) of TWENTY THOUSAND AND00/100 DOLLARS ($20,000.00), together with interest payable at the rate and in the manner provided in Sections 1 and 2 of thisConvertible Promissory Note (“Note”), and any costs and expenses, including reasonable attorneys’ fees,incurred by Lender in collection of this Note.

 

1.           InterestRate. Interest on the unpaid principal balance hereof shall be payable at the rate (calculated on the basis of a 360-day yearconsisting of twelve 30-day months) of eight percent (8%) per annum from the date hereof until the Maturity Date or the earlierrepayment of this Note.

 

2.           Balloon Payment.The Principal Amount and all accrued and unpaid interest and any other amounts due hereunder shall be due and payable on December31, 2013 (the “Maturity Date”). Payments from Borrower hereunder shall be applied first to expenses, if any,then to late charges, if any, then to accrued interest, and then to the unpaid Principal Amount.

 

3.           Default Rateof Interest. In the event the Principal Amount and all accrued interest are not fully paid on the Maturity Date, then interestshall accrue on all amounts outstanding thereafter at an annual interest rate equal to fifteen percent (15%) per annum (the “DefaultRate”). The Default Rate shall be applicable from the date the applicable Event of Default occurs until it is cured, or,if not first cured, until all amounts owing have been unconditionally and irrevocably paid full.

 

4.           Prepayment.Borrower may prepay this Note in whole or in part at any time without premium or penalty. All prepayments shall be applied as providedin Section 2 of this Note.

 

5.           Convertibility.At any time at the election of the Holder before the Principal Amount of the Note is repaid in full, the Holder may convert thethen unpaid Principal Amount and all accrued interest into restricted shares of the Company’s common stock, par value $.00015per share (“Common Stock”), at a conversion price of $0.05 per share.

 

6.           Exchangeof Note. This Note shall be automatically cancelled and a new convertible promissory note (“New Note”) issuedif, in connection with a convertible debt financing of the Company after the date hereof and on or before the Maturity Date, suchdebt financing provides for a price at which the Principal Amount and accrued interest of this Note may be converted into sharesof Common Stock of less than $0.05 per share of Common Stock. The New Note shall in all other respects be identical to this Note,and any accrued interest through the date of cancellation of this Note shall carry over and be deemed for all purposes to be accruedinterest with respect to the New Note.

 

 

7.           PaymentObligation. The obligations to make the payments provided for in this Note are absolute and unconditional and not subjectto any defense, set-off, counterclaim, rescission, recoupment, or adjustment whatsoever. Borrower hereby expressly waives demandand presentment for payment, notice of non-payment, notice of dishonor, protest, notice of protest, bringing of suit, and diligencein taking any action to collect any amount called for hereunder, and shall be directly and primarily liable for the payment ofall sums owing and to be owing hereon, regardless of and without any notice, diligence, act, or omission with respect to the collectionof any amount called for hereunder. No delay by Lender in exercising anyof the rights he may have hereunder shall operate as a waiver of any his rights under this Note, and any waiver granted for oneoccasion shall not operate as a waiver in the event of any subsequent default.

 

9.           Amendment.No agreement by the holder to change, waive or release the terms of this Note will be valid unless it is in writing and signedby Borrower and Lender.

 

10.         GoverningLaw.This Note has been negotiated and consummated in the State of New York and shall be construed in accordance withand governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of theparties. All disputes and controversies arising out of or in connection with this Note shall be resolved exclusively by the stateor federal courts located in New York County in the State of New York, and the Company and the Holder by his acceptance hereofagrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

 

BORROWER HEREBY IRREVOCABLYAND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE FEDERAL COURTS SITTING IN THESTATE OF NEW YORK. THE COMPANY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONSCONTEMPLATED HEREBY MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL COURT THAT SITS IN THE CITY OF NEW YORK, AND ACCORDINGLY,BORROWER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH LITIGATIONIN ANY SUCH COURT.

 

BORROWER HEREBY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLYOR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

 

In the event that anysuit or action is instituted to enforce any provision in this Note, the prevailing party in such dispute shall be entitled to recoverfrom the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to thisNote, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, withoutlimitation, all fees, costs and expenses of appeals.

 

 

11.         Usury. Regardlessof any other provision of this Note or any other agreement, document or instrument pertaining to this Note, if, for any reason,the effective interest payable on this Note should exceed the maximum lawful interest, the effective interest payable on thisNote shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interestshall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) ifthe Principal Amount and all accrued interest of this Note has been or is thereby paid in full, the excess shall be returned tothe party paying same, such application to the Principal Amount of this Note or the refunding of excess to be a complete settlementand acquittance thereof.

 

12.         Severability.In case any one or more of the provisions contained in this Note, or any of the documents or agreements contemplated hereby, shouldbe invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions containedherein shall not in any way be affected or impaired thereby.

 

12.         Captions.The articles and section captions are inserted herein only as a matter of convenience and for reference, and in no way define,limit or describe the scope or intent of any such article or section, nor in any way affect this Note.

 

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InWitness Whereof, Borrower has caused this Note to be executed on its behalf by its officer who has been duly authorizedfor that purpose.