Exhibit 10.12


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR VALUE RECEIVED, AMERICAN
DOCTORS ONLINE, INC., a company incorporated under the laws of Delaware (hereinafter called “Borrower” or “ADOL”),
hereby promises to pay to Paul Bulat (the “Holder”), the sum of Twenty-Five Thousand Dollars, ($25,000.00) in consideration
of funds paid to, and on behalf of ADOL, on or about June 26, 2013, with simple interest accruing at the annual rate of 5% on
the third (3rd) year anniversary of the Note (the “Maturity Date”) or at such earlier time as provided
and subject to the terms set forth herein. Collectively, ADOL, and the Holder constitute the “Parties.”


 


The
conversion of this Note 
pursuant  to Article 
II hereof  is
contingent  upon ADOL 
becoming  a public  reporting 
company  which is either listed on  an
 exchange or quoted on the Over-the-Counter Quotation Board ("OTCQB") which
results in the company  filing periodic  reports
 pursuant  to Section 13 or
15(d) of the Exchange  Act (becoming
a "Public  Company.


 


ARTICLE I


 


GENERAL PROVISIONS


 


1.1 
Interest Rate.  The outstanding
principal balance of this Note shall accrue
interest at the annual  rate
of five percent 
(5%),  with such  accrued 
and  unpaid  interest 
payable  on each annual anniversary
of this Note until this Note is paid in full, commencing for
the quarter ended June 30,2013.


 


1.2 Payment
of Principal; Prepayment: Conversion. The Borrower may prepay  the
Note  at any time with the  consent
 of the Holder; provided that at the date of such prepayment 
Borrower shall repay the amount of any accrued and unpaid  interest together
with the principal amount then due and owing; and provided  further that Borrower may
not make partial prepayments without  the
consent of the Holder. The outstanding principal balance  of the
Note,  together with accrued and unpaid
interest thereon, shall be payable  in  full
 on the Maturity Date, unless previously converted into common stock in accordance
with Article II hereof.


 


1.3 Default Interest.  In
the  event  the
Borrower does  not  pay 
any  amount due  and owing 
under this Note within  thirty  (30)
days of the Maturity Date, a default interest 
rate of eight percent (8%) per annum shall apply to the
amounts  owed hereunder.


 


ARTICLE II


 


CONVERSION


 


2.1 Automatic
Conversion.  The Note shall be convertible only in the event 
Borrower becomes a Public Company.  In
such an event, 
the outstanding  principal 
balance  of the
Note,  together  with all 
unpaid  interest  thereon (collectively,
the "Conversion Amount"),  shall automatically 
convert on the




    	 



    	 



    

Conversion
 Date (as
defined  below  in
Section  2.2) into
shares  of the
capital  stock of
ADOL  (the "ADOL Stock")
 to be
owned by Holder  or their assigns.
Borrower represents that upon issuance, such  shares will be duly and
validly  issued, fully paid and
non-assessable. Borrower agrees that  its issuance of
this Note  shall constitute its
full  commitment  to
authorize  ADOL's 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 ADOL Stock upon the conversion of this Note, and Holder  agrees
that such conversion shall constitute full satisfaction 
of Borrower's obligations under this
Note. The ADOL  Stock shall be issued
in the name of Holder or its assignee,  and
 the obligations of this  Note 
shall not be extinguished until such time  as the ADOL 
Stock  shall have been so issued to Holder 
by all requisite corporate  action  of
ADOL. Notwithstanding the foregoing,  Borrower will not be required to deliver certificates
representing  the ADOL Stock
until such time it
receives from Holder the Original Note.


 


2.2 
Conversion.  On  the
six month  anniversary 
following the effectiveness  of
the  Borrower becoming  a
Public  Company  (the
"Conversion  Date(s)"), the Note 
will automatically convert into shares of ADOL
Stock at a conversion price (the "Conversion Price") 
equal to the average closing bid price over the five consecutive days (the"
Average") immediately preceding  the Conversion Date.


 


2.3 
Dilutionary Events.  Any  ADOL
 Stock  issued 
upon  the conversion 
of the Note 
will  be adjusted  for
any  reverse  split or forward split
of the common stock of the Company.  Such
transactions will be in the sale discretion of
the Company, as permitted by law.


 


ARTICLE III


 


EVENT OF
DEFAULT


 


The
occurrence  of any
of the following 
events  of default 
("Event  of Default") 
shall,  at the
option of the Holder hereof, 
make  all sums of principal  and
interest then remaining unpaid hereon  and all other amounts payable 
hereunder immediately due and payable,
upon demand,  without presentment, or grace period, all of which
hereby  are expressly waived, except as set
forth below:


 


3.1 
Failure to Pay Principal or
Interest.  The Borrower fails
to pay the
principal and interest hereon when due and
such failure continues for a
period of thirty (30) days after
the due date. The thirty (30) 
day period  described in
this Section 3.1 is the same  thirty
(30) day period 
described in Section  1.3 hereof.


 


3.2 Breach
of Covenant.  The Borrower breaches any material covenant or other term or condition
of this Note
in any material respect and
such breach, if subject to
cure, continues for a
period of twenty (20) days after
written notice to the
Borrower from the
Holder.


 


3.3 
Breach of Representations and Warranties.
Any material  representation 
or warranty  of
the Borrower  made herein, 
or certificate  given 
in writing  pursuant 
hereto  or in
connection therewith  shall  be false
or misleading  in any material respect
as of the date made  and the closing
date.


 


3.4 
Receiver or Trustee.  The
Borrower  shall  make 
an assignment  for
the benefit  of
creditors, or  apply  for 
or consent  to the 
appointment of a receiver or trustee for 
it or for a substantial part of
its property or business;  or such
a receiver  or trustee shall otherwise
 be appointed.


 


3.5 Judgments.
 Any  money
judgment,  writ  or
similar  final  process 
shall be entered 
or  filed against  Borrower 
or any of
its property or other assets for
more than Fifty Thousand United
States Dollars ($50,000),  and shall remain  unvacated,
unbonded or unstayed for a period of forty-five (45) days.




    	 



    	 



    

 


3.6 Bankruptcy.
 Bankruptcy,  insolvency, 
reorganization  or  liquidation 
proceedings  or other proceedings
 or relief 
under  any bankruptcy 
law or any
law for the
relief  of debtors  shall be
instituted  by or against the Borrower
 and if
instituted against Borrower are not dismissed
within 45 days of initiation.


 


3.7 Confession
of Judgment.  A
confession of judgment  by
the Borrower  under 
anyone  or more  obligations 
in an aggregate 
monetary amount  in excess 
of Fifty Thousand United States Dollars ($50,000).


 


3.8  Cross Default.  A default  by 
the  Borrower  of  a  material  term,  covenant, warranty  or undertaking  of any other agreement  to which the Borrower
 and Holder  are parties,  or the occurrence of a material event of default under any  such other  agreement, in each case, which
is not cured after any required notice and/or cure period.


 


ARTICLE 
IV


 


MISCELLANEOUS


 


4.1 Failure
or Indulgence Not
Waiver.  No failure
or delay on
the part of
Holder hereof  in the exercise 
of any power, right or privilege 
hereunder shall operate  as a waiver
thereof, nor shall any single or partial 
exercise  of any such power, right
 or privilege preclude other  or further
exercise  thereof  or of any
other right, power or privilege. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights
or remedies otherwise available.


 


4.2 Notices.
 Any notice
herein  required  or
permitted  to be
given shall be
in writing  and
may be personally  served 
or sent by fax transmission (with
copy sent by regular, certified or registered
 mail or by  overnight courier). A notice
shall be deemed delivered on (i) the  business day it is
received by facsimile or otherwise by the Borrower if
such notice is received prior to 11 :00 A.M.
Eastern  time, or (ii) the immediately
succeeding business day  if it is
received by  facsimile or otherwise after 
11 :00 A.M. Eastern time on a business  day
or at any time on a day
which is not a
business day.  The address
and fax number of the Holder shall be
as set forth on the Subscription Agreement 
to be executed by Holder with at the time of the
conversion. The address and fax number of the Borrower 
shall  be: American  Doctors Online,
 Inc., 200 Mill  Road, Suite 350A, Fairhaven,
 MA. 02719 (Fax
No. 508-999-3533). Both Holder and Borrower may  change the address and 
fax number for service  by service
of notice  to the other as herein provided.


 


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


 


4.4 
Assignability.  111is Note  shall
 be  binding 
upon  the  Borrower 
and  its  successors 
and assigns,  and shall 
inure to the
benefit of the Holder and its
successors  and assigns, and may be assigned
by the Holder.


 


4.5  Cost of Collection.  If
default is made in the payment of this Note, Borrower shall pay the Holder hereof
reasonable costs of collection, including reasonable attorneys' fees.


 


4.6 Governing
Law.  This Note shall be governed by
and construed  in
accordance with the laws of Massachusetts.
Any action brought by either party
against the other concerning the transactions
contemplated by this Agreement may be brought to the state courts of the Commonwealth
of Massachusetts.  Both parties and the
individual signing this Agreement on behalf of the Borrower agree to submit to
the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other
party its reasonable attorney's  fees and
costs.


 


4.7 Maximum Payments.
 Nothing  contained 
herein  shall  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
shall be credited 
against amounts owed by the Borrower to the Holder  and
thus refunded to the Borrower.


 


ARTICLE V


 


NOTICE/DISCLOSURE


 


THE NOTES OFFERED HEREBY ARE
HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE
OF RISK AND  SHOULD BE PURCHASED ONLY BY INVESTORS WHO CAN AFFORD TO LOSE THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH
RISKS ASSOCIATED WITH THIS OFFERING. A DESCRIPTION OF SOME, BUT NOT ALL, OF THE MATERIALRISKS THAT PROSPECTIVE INVESTORS SHOULD
CONSIDER ARE SET FORTH IN  THAT CERTAIN
CONFIDENTIAL OFFERING MEMORANDUM OF  THE COMPANY DATED JUNE 30, 
2013, AS THE  SAME 
MAY  BE AMENDED FROM TIME TO
TIME.


 


THIS NOTE AND
THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE 
NOT BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS 
NOTE  AND THE COMMON 
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 AS TO  THIS NOTE UNDER SAID  ACT
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT  SUCH 
REGISTRATION IS NOT REQUIRED.