10% CONVERTIBLE NOTE


Exhibit 10.5




THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, EITHER REGULATION S OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULES UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO BULLSNBEARS.COM, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.




BULLSNBEARS.COM, INC.

10% CONVERTIBLE NOTE







		
	$[ž]

	[ž], 2014







FOR VALUE RECEIVED, the undersigned, BULLSNBEARS.COM, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ž] (the “Noteholder”), in U.S. lawful money, and in immediately payable funds, the principal amount of $[ž] together with interest thereon at the rate of ten percent (10%) per annum.  The principal hereof outstanding shall be due and payable on [ž], 2015 (the “Maturity Date”), except that the Note, at the Maturity Date shall automatically convert into shares of the Company’s common stock as provided below.  Interest on the amount outstanding shall be paid on a monthly basis commencing on [ž]. This Note is issued pursuant to the terms of a Subscription Agreement by and between the Company and the Noteholder (the “Subscription Agreement”).  

1.

PAYMENTS.  The Company hereby promises to pay to the Noteholder, in U.S. lawful money, and in immediately payable funds, the principal sum of the amount outstanding at the Maturity Date, unless theretofore converted as hereinafter provided.  Interest on the amount outstanding shall be paid on a monthly basis. The principal amount hereof and any unpaid accrued interest thereon shall be due and payable on the Maturity Date unless such payment date is accelerated, as provided in Section 4 hereof, or the Note is converted into common stock as provided in Section 3. Payment of all amounts due hereunder shall be made at the address of the Noteholder provided for in the Subscription Agreement.  

2.

PREPAYMENT.  This Note may be prepaid, in whole or in part, without penalty with five (5) days prior written notice to the Noteholder.

3.

CONVERSION.

(a)

Optional.  At any time prior to the Maturity Date, the outstanding principal amount of this Note, together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), is convertible into shares of the Company’s common stock (the “Common Stock”) at the option of the Noteholder at a conversion price of US $1.00 per share (the “Conversion Price”).

(b)

Mandatory.  The outstanding balance at the Maturity Date shall automatically be converted into Common Stock at the Conversion Price and no funds shall be payable.

In order to convert the Outstanding Balance, Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto as Attachment A.  Upon receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of shares of Common Stock so purchased upon conversion of the Note.  Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.  






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In the event that the outstanding Common Stock of the Company hereafter is restructured or revised by recapitalization, reclassification, combination of shares, stock split or split-up or stock dividend, the aggregate number and kind of Common Stock subject to conversion under this Note shall be adjusted appropriately, both as to the number of shares of Common Stock and the Conversion Price.  No fractional shares will be issued upon conversion, but any fractional share will be rounded up to the nearest whole share of Common Stock.

4.

DEFAULT.  The occurrence of any one of the following events shall constitute an Event of Default upon notice thereof as hereinafter provided:

(a)

The non-payment, when due, of any principal or interest pursuant to this Note, and such failure continues unremedied for a period of twenty (20) days after written or facsimile notice from Noteholder to the Company of such failure; 




(b)

The material breach of any representation in this Note or in the Subscription Agreement.  In the event the Noteholder becomes aware of a breach of this Section 4(b), the Noteholder shall notify the Company in writing of such breach and the Company shall have thirty (30) days’ notice to effect a cure of such breach; or




(c)

The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for thirty (30) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for thirty (30) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.  

Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable.  

5.

NOTICES.  Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the parties set forth below each party’s signature on the Subscription Agreement.  The persons and addresses set forth below each party’s signature on the Subscription Agreement may be changed from time to time by a notice sent as aforesaid.  If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient.  If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal.  If notice is given by facsimile transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

6.

GOVERNING LAW, VENUE, WAIVER OF JURY TRIAL.  This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.  Each of the parties expressly and irrevocably agree that any legal suit or action arising from the enforcement of this Note shall be instituted in either the U.S. District Court for the Southern District of Florida or the Circuit Court in and for Palm Beach County, Florida. The parties also agree to waive their respective rights to a jury trial of any claim or cause of action arising from the enforcement of this Note.

7.

CONFORMITY WITH LAW.  It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws.  Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or 






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maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

IN WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as of [ž], 2014.




BullsnBears.com, Inc.




By: _______________________________

James Palladino

Chief Executive Officer







































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ATTACHMENT A

FORM OF ELECTION TO CONVERT

The undersigned, the holder of the attached Note, hereby irrevocably elects to exercise their right to convert $_______ of the Note into shares of the Common Stock of BullsnBears.com, Inc., a Delaware corporation, as more fully described in the Note, and requests that the certificates for such securities be issued in the name of, and delivered to ____________________________________, whose address is _____________________________________________________________________________.

Dated:  ________________________

SIGNATURE:




__________________________________________________

(Signature must conform in all respects to name of Noteholder 

as specified in the Note)




__________________________________________________

(Insert Social Security of Federal Tax I.D. Number of 

Noteholder)




IF NOTE IS HELD JOINTLY, BOTH PARTIES 

MUST SIGN:




__________________________________________________

(Signature must conform in all respects to name of Noteholder 

as specified in the Note)




__________________________________________________

(Insert Social Security of Federal Tax I.D. Number of Joint 

Noteholder)









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