Exhibit 4.1


 





PROMISSORY NOTE


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 





	$800,000.00	Newport Beach, California	April 12, 2013







 


FOR
VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of MAX COMMUNICATING RESOURCES, INC.,
a California corporation (“Lender”), without offset or deduction except as expressly
provided herein, the principal sum of Eight Hundred Thousand Dollars ($800,000.00), plus interest thereon, if any, that may be
accrued after the Maturity Date (as herein defined) at the rate set forth below. 


 


This Promissory Note
(this “Note”) has been delivered by Borrower to Lender pursuant to that certain Asset Purchase Agreement dated as of
even date herewith (the “Asset Purchase Agreement”) pursuant to which Borrower has purchased certain assets from Lender
relating to “The Place — The Insider's Guides to Southern California (Los Angeles, Orange Country and San Diego)”
(the “Business”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in
the Asset Purchase Agreement. Borrower and Lender have acknowledged that future advertising revenue from the Business (“Advertising
Revenue”) has an important impact on the valuation of the Business. The parties further acknowledge that the involvement
of Michael Maxsenti (“Maxsenti”) will be important to maintaining the Advertising Sales of the Business.


 


In connection with
the foregoing, parties have agreed as follows:


 


1. Contingent Principal Reductions.
To the extent that Advertising Revenues of the Business for fiscal both 2013 and 2014 is less than 90% of Advertising Revenues
for fiscal 2012, then the principal amount of this Note shall be reduced by fifty percent (50%) of the amount by which Advertising
Revenues of the Business for each of 2013 and/or 2014 falls short of 90% of 2012 Advertising Revenues of the Business, up to a
maximum reduction of $100,000 per each year. Any such reductions in principal shall apply first against the last scheduled payments
under this Note.


 


2. Further Agreements. For
purposes of the foregoing, the parties further agree: (i) calculations of Advertising Revenues shall be based on accrual based
accounting, (ii) Advertising Revenues shall include any advertising revenues of any other entity to which the assets of the Business
are transferred after the date of this Note; (iii) Lender shall have the right to review and audit the financial records of Borrower
and affiliated entities of Borrower engaged in the Business to confirm the adjustment of the principal balance of this Note; and
(iv) except as expressly provided herein, there shall be no adjustments of the amounts owing under this Note for claims of the
parties under the Asset Purchase Agreement.


 


3. No Interest. Except as
provided below, the parties agree that the outstanding principal balance owing on this Note shall
not bear interest. 


 






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4. Default and
Remedies. From and after the Maturity Date (as defined below) or any default by Borrower hereunder that is not cured within
thirty (30) days (if such default should occur prior to the Maturity Date), the outstanding principal balance hereunder and accrued
interest thereon shall bear interest at a rate equal to ten percent (10%) per annum (the “Default Rate”). The Note
is subject to the condition that in no event shall the interest received, charged, or agreed to be paid, including any amounts
provided for in this paragraph upon a default, exceed the amount permitted by applicable law. In the event that the obligation
to pay interest imposed hereunder shall cause the amount of interest to exceed the highest rate permitted by applicable law, and
if the Lender shall ever require as interest an amount in excess of the permitted rate, such excess interest shall be applied automatically
to the unpaid portion of principal next due and payable, and in the event that the principal has been paid in full by Borrower,
shall be refunded to Borrower. If Borrower defaults in the payment of any installment under this Note, and such default is not
cured within the 30-day period described above, the holder hereof may, at its option and without any further notice, declare the
entire unpaid balance of principal of this Note and accrued interest thereon immediately due and payable, and any failure to exercise
this option shall not constitute a waiver of the right to exercise the same at any subsequent time. Borrower and any endorsers
further expressly waive any and all rights that Borrower may now or hereafter have to offset and/or otherwise deduct the value
of any claims that Borrower may have against Lender from the amounts required to be paid by Borrower under this Note, except to
the extent expressly provided for in this Note, as may be qualified by Sections 2.4 and 8.4 of the Asset Purchase Agreement.


 


5. Payment of Principal and
Interest. Except as expressly provided in this Note, including Section 1 (Contingent Principal Reductions), principal and interest
shall be paid as follows:


 


(a)Commencing on
March 1, 2014 and continuing until the Maturity Date (as defined below), Borrower shall make payments under this Note in accordance
with the amortization schedule attached hereto as Exhibit A.


 


(b)Any interest that
accrues under this Note shall be payable on the first day of the first calendar month after the date such interest accrues. Interest
that is not paid when due shall continue to accrue interest at the Default Rate.


 


(c)On the date that
is eighty-four (84) months after the date of this Note (the “Maturity Date”), Borrower shall pay all amounts that are
owing and outstanding under this Note.


 


All payments required
to be made to Lender under this Note shall be made to Lender's bank account at Bank of America, N.A (or such other address as Lender
may designate in writing from time to time).


 


6.Attoneys’
Fees. If any attorney is engaged by Lender to enforce any provision of this Note, or as a consequence of any default or event
of default, with or without the filing of any legal action or proceeding, then Borrower shall indemnify Lender against all such
attorneys' fees and all other actual and reasonable costs incurred by Lender, together with interest thereon from the date of such
demand until paid at the rate of interest applicable to the principal owing hereunder as if such unpaid attorneys' fees and costs
had been added to the principal.


 


7.Use of Payments.
Amounts paid by Borrower under this Note shall be applied in the following order: (a) first, to accrued and unpaid interest owing
under this Note; and (b) second, to unpaid principal amounts owing under this Note.


 


8.Prepayment.
Borrower may prepay all amounts owing under this Note at any time without any prepayment penalty.






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9.Miscellaneous.


 


(a) No waiver of
any breach, event of default, default or failure of condition under the terms of this Note shall be implied from any failure by
Lender to take, or any delay by Lender in taking action with respect to any such breach, event of default, default or failure of
condition or from any previous waiver of any similar or unrelated breach, event of default, default, or failure of condition. A
waiver of any term of this Note must be made in writing and shall be limited to the express written terms of such waiver.


 


(b) As to this
Note, Borrower and any endorsers of this Note severally waive all applicable exemption rights, whether under the State Constitutional
law, Homestead laws or otherwise, and also severally waive valuation and appraisement, presentment, protest, demand, notice of
protest and nonpayment, notice of delinquency, notice of dishonor, notice of acceleration, notice of costs, expenses and losses
and interest thereon, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing
under this Note or in proceeding against any of the rights and interests in and to properties securing payment of this Note. Borrower
and any endorsers further expressly agree that the Maturity Date, or the date that any payment is due hereunder may be extended
from time to time without in any way affecting the liability of Borrower or said endorsers.


 


(c) Time is of
the essence with respect to every provision hereof.


 


(d) This Note is
to be construed according to the laws of the State of California.


 


(e) Should any
part of this Note for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion,
which remaining portion shall remain in force and effect as if this Note had been executed with the invalid portion thereof eliminated
and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Note
without including herein any such part, parts or portion which may, for any reason, be hereafter declared invalid.


 


(f) All notices
that are required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by mail, facsimile,
email or Federal Express (or other reputable delivery or courier service). Any notices shall be deemed given when received at the
address or fax number or email address set forth below, unless such address or fax number is changed by notice to the other party
hereto:


 


If to the Lender:


Attention: Michael Maxsenti


1400 Quail Street


Newport Beach, CA 92660


 


With a copy to:


 


Newmeyer & Dillion, LLP


895 Dove Street, Suite 500


Newport Beach, CA 92660


Attention: Jon J. Janecek Esq.


 






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If to the Borrower:


 


The Place Media, LLC


19200 Von Karman Avenue, 6th Floor


Irvine, CA 92612


Attention: Glen W. Carnes


Fax: (949) 281-3801


Email: glen.carnes@globalvisionholdings.net


 


With a copy to:


McKinlay Law Group


2600 Michelson Drive, Suite 830


Irvine, CA 92612


Attention: Lance A. McKinlay, Esq.


 


(g) This Note may
not be modified or amended in any manner except in a writing executed by the Borrower and Lender.


 


[Signature page follows]


 


 



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The Place Media, LLC


a Nevada corporation


 


 


By: /s/ Glen W. Carnes


Name: Glen W. Carnes


Its: Chief Executive Officer


 


 


Address for Notice Purposes:


 


19200 Von Karman Avenue, 6th Floor


Irvine, CA 92612


Attention: Mr. Glen Carnes, CEO


 




 


 






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