gpnt8k20090612ex4-5.htm


    
      

      

    

    Exhibit 4.5

    

      


      THIS
PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF
(COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE.  THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

      


      CONVERTIBLE
PROMISSORY NOTE

      
        	
                U.S.
      $600,000

              	
                June12,
      2009

              


      

      


      FOR VALUE
RECEIVED, Goldpoint Resources, Inc., a Nevada Corporation (the “Company”),
hereby promises to pay to the order of Patrick Orr (the “Lender”) the principal
amount of Six Hundred Thousand ($600,000) Dollars (the “Principal
Amount”), together with interest on the Principal Amount under this convertible
promissory note (this “Note”) at the per annum rate of zero (0%) percent
(calculated daily on the basis of a 360-day year and actual calendar days
elapsed). Subject to conversion or acceleration as provided herein, the
Principal Amount and accrued interest on this Note shall become due and payable
in one installment three months from the date hereof (the “Maturity Date” or
“Term”).

      


      Both the Principal Amount and any
accrued interest shall be paid in lawful money of the United States of America
to the Lender at the address on file with the Company, in immediately available
funds.

      


      If any payment hereunder falls due on a
Saturday, Sunday or legal holiday, it shall be payable on the next succeeding
business day and such additional time shall be included in the computation of
interest.

      


      
        1.            
Conversion.

      

       

      (a)  On
or before the Maturity Date, upon written notice to the Company, the Lender may
elect to convert the Principal Amount of this Note into shares of Common Stock
at a price per share equal to the Conversion Price.  For purposes of
this Note, “Conversion Price” shall mean $1.00 per share.

      


      (b)  On
or before the Maturity Date, the Principal Amount of this Note will
automatically convert into shares of the Company’s Common Stock at a price per
share equal to the Conversion Price, upon written notice by the Company to the
Lender, together with a payment to the Lender by the Company of
$50,000.

      


      (c)   In
the event of the conversion of this Note under sub-sections (a) or (b) above,
Lender shall return this Note to the Company, and thereafter, the Maker shall
issue and deliver to the Lender the shares of Common Stock issuable upon
conversion of the Note.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (d)   The
shares of Common Stock to be issued to the Lender on conversion of this Note
shall constitute the Class of the Company’s Common Stock outstanding on the date
hereof and shall constitute Class A Common Stock of the Company after
consummation of the Merger described in that certain Share Exchange Agreement by
and between the Company and Olympia Cruises, LLC, substantially in the form
attached hereto.

      


      (e)  The
Company will not through any reorganization, recapitalization, 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 to be observed or performed hereunder by the Company and will
at all times in good faith assist in the carrying out of all the provisions of
this Section 1 and take of all such action as may be necessary or appropriate in
order to protect the conversion rights of the Lender under this Note against
impairment.

      


      2.       
     Affirmative
Covenants.  The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

      


      (a)  Do
all things necessary to preserve and keep in full force and effect its corporate
existence, including, without limitation, all licenses or similar qualifications
required by it to engage in its business in all jurisdictions in which it is at
the time so engaged; and continue to engage in business of the same general type
as conducted as of the date hereof; and continue to conduct its business
substantially as now conducted or as otherwise permitted hereunder;

      


      (b)  Pay
and discharge promptly when due all taxes, and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property
before the same shall become delinquent or in default, which, if unpaid, might
reasonably be expected to give rise to liens or charges upon such properties or
any part thereof, unless, in each case, the validity or amount thereof is being
contested in good faith by appropriate proceedings and the Company has
maintained adequate reserves with respect thereto in accordance with the
Company’s accounting policies.;

      


      (c)  Comply
in all material respects with all federal, state and local laws and regulations,
orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations and requirements applicable to it (collectively, “Requirements”)
of all governmental bodies, departments, commissions, boards, companies or
associations insuring the premises, authorities, officials or officers which are
applicable to the Company or any of its properties, except where the failure to
so comply would not have a material effect (“Material Adverse Effect”) on the
Company or any of its properties; provided, however, that nothing
provided herein shall prevent the Company from contesting the validity or the
application of any Requirements;

      


      (d)  Keep
proper records and books of account with respect to its business activities, in
which proper entries, reflecting all of their financial transactions, are made
in accordance with the Company’s accounting policies;


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      3.        
   Events of
Default.  At the option of Lender, upon the occurrence of any
of the following events of default ("Events of Default"), the Borrower will be
in default ("Default"):

      


      (a)           Nonpayment
of any amount due under this Note.

      


      (b)           The
filing by Company or against Company of a petition in bankruptcy or insolvency
or in reorganization or for the appointment of a receiver, custodian,
liquidator, trustee, or other official covering Company or any of its assets, or
a making by the Company of an assignment for the benefit of creditors, or the
filing of a petition for an arrangement by the Company which is not withdrawn or
continued, dismissed, cancelled, and/or terminated before the end of thirty (30)
days' following commencement.

      


      4.      
      Remedies.  In
case any one or more of the Events of Default specified in Section 3 hereof
shall have occurred and be continuing, the Lender may proceed to protect and
enforce its rights either by suit in equity and/or by action at law, whether for
the specific performance of any covenant or agreement contained in this Note or
in aid of the exercise of any power granted in this Note, or the Lender may
proceed to enforce the payment of all sums due upon this Note or to enforce any
other legal or equitable right of the Lender.

      


      5.     
       Amendments and
Waivers.  Any term of this Note may be amended and the
observance of any term of this Note may be waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Company and the Lender.

      


      6.      
      Notices. All notices,
requests, consents, and other communications under this Note shall be in writing
and shall be deemed delivered (i) four (4) business days after being sent by
registered or certified mail, return receipt requested, postage prepaid or (ii)
one (1) business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, in each case to the
intended recipient at the address which has simultaneous execution of this Note
being provided by the Company and the Lender as such address may be changed by
each such person.

      


      Any party
may give any notice, request, consent or other communication under this Note
using any other means (including, without limitation, personal delivery,
messenger service, telecopy, first class mail or electronic mail), but no such
notice, request, consent or other communication shall be deemed to have been
duly given unless and until it is actually received by the party for whom it is
intended.  Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this
Section.

      


      7.       
     Conflicting
Agreements.  In the event of any inconsistencies between the
terms of this Note and the terms of any other document related to the loan
evidenced by this Note, the terms of this Note shall prevail.

      


      8.      
      Severability.  The
unenforceability or invalidity of any provision or provisions of this Note as to
any persons or circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or circumstances, and all
provisions hereof, in all other respects, shall remain valid and
enforceable.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      9.      
      Governing
Law.  This Note shall be governed by and construed under the
laws of the State of New York as applied to agreements among New York residents
entered into and to be performed entirely within New York without reference to
any conflict of laws provisions. The Company (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Note shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (2) waives
any objection which the Company may have now or hereafter to the venue of any
such suit, action or proceeding, and (3) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding.  The Company further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and
agrees that service of process upon the Company mailed by certified mail to the
Company's address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding.  THE PARTIES
HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY DOCUMENT OR
AGREEMENT CONTEMPLATED HEREBY.

      


      10.           Waivers.  The
nonexercise by either party of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance.

      


      11.           Lost
Documents.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (in the case of loss, theft or destruction) of
indemnity satisfactory to it, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
such Note, if mutilated, the Company will make and deliver in lieu of such Note
a new Note of like tenor and unpaid principal amount and dated as of the
original date of this Note.

      


      IN
WITNESS WHEREOF, the Company has caused its duly authorized officer to execute
this Note as of the date first written above.

      


      
        
          	 
      	
                  Goldpoint
      Resources, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By: