Exhibit 4.7


 


UNSECURED PROMISSORY NOTE


 


	$500,000  	February 9, 2012


 


 


FOR VALUE RECEIVED,
Penny Auction Solutions, Inc., a Nevada Corporation (the “Maker”) herby promises to pay to the order of Kodiak Capital
Group, LLC (“Payee”) located at 260 Newport Center Drive, Ste 100, Newport Beach, CA 92660 the principal sum of Five
Hundred Thousand Dollars ($500,000) at an annual interest rate of 0% per annum, payable principal only on or before December 12,
2012. It is the intention of Maker and Payee that this Note is being issued as full satisfaction of the Commitment Fee due Investor
under certain Investment Agreement dated September 1, 2010, as amended by that certain Amendment to Investment Agreement of even
date herewith.


 


		1.	Right of Prepayment. Maker has the right to pay all or any portion of this Note at any time
without a prepayment penalty.



 


		2.	Default. Any of the following shall constitute a default by Maker hereunder:



 


		(a)	The failure of Maker to make any payment of principal required hereunder on or before December
12th, 2012.



 


Upon the occurrence of a default hereunder,
Payee may, at its option, declare immediately due and payable the entire unpaid principal sum of this Note owing at the time of
such declaration pursuant to this Note.


 


		3.	Nonrecourse to Management and Stockholders. In the event that Maker defaults on this Note,
Payee shall look solely to Penny Auction Solutions, Inc. for repayment and not to any officers, directors or shareholders of Maker.



 


		4.	Cost of Collections. Payee shall be entitled to collect reasonable attorney’s fees
and costs from Maker, as well as other costs and expenses reasonably incurred, in curing any default or attempting collection of
any payment due on this Note.



 


		5.	Inspection Rights. Payee, individually or through its agent, shall have the right, upon
reasonable notice and at its expense, to review and inspect the books and records of Maker at Maker’s office during reasonable
business hours.



 


		6.	Restriction on Transfer. This Note shall be subject to the following restrictions:



 


This Note may not be sold, assigned, transferred
or otherwise disposed of to any person or entity unless agreed upon in writing by the Maker and the Payee.


 


		7.	Payment. This Note shall be payable in lawful money of the United States.



 


		8.	Place of Payment. All payments on this Note are to be made or given to Kodiak Capital Group
at the address provided to the Maker or such other place as Payee may from time to time direct by written notice to Maker.



 




    	 



    	 



    

 


		9.	Waiver. Maker, for itself and its successors, transfers and assigns, waives presentment,
dishonor, protest, notice of protest, demand for payment and dishonor in nonpayment of this Note, bringing of suit or diligence
of taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment
hereunder.



 


		10.	Severability. If any provision of this Note or the application thereof to any persons or
entities or circumstances shall, to any extent, be invalid or unenforceable, the remainder or this Note shall not be deemed affected
thereby and every provision of this Note shall be valid and enforceable to the fullest extent permitted by law.



 


		11.	No Partner. Payee shall not become or be deemed to be a partner or joint venturer with Maker
by reason of any provision of this Note. Nothing herein shall constitute Maker and Payee as partners or joint venturers or require
Payee to participate in or be responsible or liable for any costs, liabilities, expenses or losses of Maker.



 


		12.	No Waiver. The failure to exercise any rights herein shall not constitute a waiver of the
right to exercise the same or any other right at any subsequent time in respect of the same event or any other event.



 


		13.	Governing Law. This Note shall be governed by and construed solely in accordance with the
laws of the State of Nevada.



 


 


IN WITNESS WHEREOF, Maker
has executed this Note as of the date first hereinabove written.


 


 


	MAKER:	
        Penny Auction Solutions, Inc.

        a Nevada Corporation
	 
	 	 	 
	 	/s/ Michael Holt	 
	 	Micheal Holt, COO	 


 


 


 


	MAKER:	
        Kodiak Capital Group LLC

        a Delaware limited liability company
	 
	 	 	 
	 	/s/ Ryan Hodson	 
	 	Ryan Hodson, Manager	 


 




 


 






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