Exhibit 4.1
CONVERTIBLE PROMISSORY NOTE
$[_____________] [__________], 2005
Dallas, Texas
FOR VALUE RECEIVED, the undersigned, BidGive International, Inc., a
Delaware corporation (the " THE MAKER"), hereby unconditionally promises to pay
to the order of [_______________], an individual and resident of the [State of
_______] (the "PAYEE"), at such place as designated by the Payee, or at such
other place or to such other party or parties as may be designated by the Payee
from time to time, in lawful money of the United States of America, the
principal amount of $[__________] and interest at the annual rate of [__]%
payable in the amount of $[__________] (the "PAYMENT") on [_________], 200[_]
(the "MATURITY DATE").
1. Notation of Indebtedness and Payments. The Payee is authorized to
record the date and amount of the indebtedness evidenced by this Note, and the
date and amount of each payment and prepayment of principal hereof on any
schedule annexed hereto and made a part hereof, or on a continuation thereof
which shall be attached thereto and made a part hereof, and any such notation
shall be conclusive and binding for all purposes absent manifest error;
provided, however, that failure by the Payee to make any such notation shall
not affect the obligations of the Maker hereunder.
2. Prepayment. This Note is subject to prepayment in whole or in part
at any time or from time to time, without premium or penalty of any kind
whatsoever. All partial prepayments shall be applied first to accrued but
unpaid interest and then to the outstanding principal amount of this Note.
3. Default.
(a) Each of the following shall constitute an "EVENT OF DEFAULT" under
this Note:
(i) The Maker shall fail to pay when due the Payment or any
other amount due hereunder in the manner provided herein, and such
default shall continue unremedied for a period of 10 business days; or
(ii) A substantial part of any of the operations or business of
the Maker is suspended, other than in the ordinary course of business,
which suspension has a material adverse effect on the Maker's financial
condition; or
(iii) The Maker commences any case, proceeding or other action
relating to it in bankruptcy or seeking reorganization, liquidation,
dissolution, winding-up, arrangement, composition, compromise,
readjustment of its debts or any other relief under any bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement,
composition, compromise, readjustment of debt or similar act or law of
any jurisdiction, now or hereafter existing, or consents to, approves of
or acquiesces in, any such case, proceeding or other action,
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or applies for a receiver, trustee or custodian for itself or for all
or a substantial part of its properties or assets, or makes an assignment
for the benefit of creditors, or fails generally to pay its debts as they
mature or admits in writing its inability to pay its debts as they
mature, or is adjudicated insolvent or bankrupt; or
(iv) There is commenced against the Maker any case or proceeding,
or any other action is taken against the Maker in bankruptcy or seeking
reorganization, liquidation, dissolution, winding-up, arrangement,
composition, compromise, readjustment of its debts or any other relief
under any bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement, composition, compromise, readjustment of debt
or similar act or law of any jurisdiction, now or hereafter existing; or
there is appointed a receiver, trustee or custodian for the Maker or for
all or a substantial part of its properties or assets; or there is issued
a warrant of attachment, execution or similar process against any
substantial part of the properties or assets of the Maker, and any such
event continues for 90 days undismissed, unbonded or undischarged.
(b) If any Event of Default shall have occurred and be continuing, the
Payee may, by written notice to the Maker, declare this Note, all interest
hereon and all other amounts, if any, payable hereunder or in respect of this
Note to be forthwith due and payable, whereupon they shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Maker.
Notwithstanding the foregoing, upon the occurrence of any of the events or
conditions described in subsection (iii) or (iv) of Section 3(a) above, this
Note, all interest hereon and all other amounts, if any, payable hereunder or
in respect of this Note shall immediately become due and payable, without any
requirement on the part of the Payee to give notice, or make declaration, of
any kind regarding such Event of Default and without presentment, demand, pro-
test or any other requirement on the part of the Payee, all of which are hereby
expressly waived by the Maker.
(c) From and after the occurrence of any Event of Default, and for so
long as such Event of Default shall continue, the unpaid principal amount of
this Note shall bear interest at a rate per annum equal to the lesser of (i)
18%, or (ii) the Highest Lawful Rate (as defined below), payable on demand.
4. Waiver of Certain Demands and Notices. Presentment for payment,
demand, notice of dishonor, protest, notice of protest and all other demands
and notices in connection with the delivery, performance and enforcement of
this Note are hereby expressly waived by the Maker.
5. Payment of Court Costs. If this Note is placed in the hands of an
attorney for collection, or if it is collected through any legal proceedings,
the Maker agrees to pay court costs, reasonable attorneys' fees and other costs
of collection of the holder hereof.
6. Usury. It is the intention of the Maker to conform strictly to
applicable usury laws now or hereafter in force, and therefore all agreements
between the Maker and the Payee are expressly limited so that in no contingency
or event whatsoever, whether by reason of advancement of the proceeds hereof,
acceleration of maturity of the unpaid principal balance hereof or otherwise,
shall the amount paid or agreed to be paid to the Payee, for the use,
forbearance or detention of the money to be advanced hereunder exceed the
highest lawful rate permitted by applicable law. Regardless of any provision
contained herein, or in any other documents or instruments executed in
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connection herewith, the Payee shall never be entitled to receive, collect or
apply, as interest hereon, any amount in excess of the Highest Lawful Rate
(hereinafter defined) and in the event the Payee ever receives, collects or
applies, as interest, any such excess, such amount which would be excessive
interest shall be deemed a partial prepayment of principal and treated
hereunder as such; and, if the principal hereof is paid in full, any remaining
excess shall be refunded to the Maker. In determining whether or not the
interest paid or payable, under any specific contingency, exceeds the Highest
Lawful Rate, the Maker and the Payee shall, to the maximum extent permitted
under applicable law, (a) characterize any nonprincipal payment as an expense,
fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) spread the total amount of interest throughout the
entire contemplated term hereof; provided that if the interest received for the
actual period of existence hereof exceeds the Highest Lawful Rate, the Payee
shall either apply or refund to the Maker the amount of such excess as herein
provided, and in such event the Payee shall not be subject to any penalties
provided by any laws for contracting for, charging or receiving interest in
excess of the Highest Lawful Rate. As used in this Note, the term "HIGHEST
LAWFUL RATE" means, at any given time during which indebtedness shall be
outstanding hereunder, the maximum nonusurious interest rate, if any, that at
any time or from time to time may be contracted for, taken, reserved, charged
or received on the indebtedness evidenced by this Note under the laws of the
United States and applicable state law currently in effect or, to the extent
allowed by law, under such applicable laws of the United States and applicable
state law may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than applicable laws now allow, in any case after
taking into account, to the extent required by applicable law, any and all
relevant payments or charges under this Note and any documents executed in
connection herewith.
7. Conversion.
(a) Subject to and upon compliance with the provisions of this Section
7, the Payee shall have the right (the "CONVERSION RIGHT"), at its option, at
any time and from time to time, subject to the "OPTION" (as defined below), to
convert all or any portion of the outstanding principal amount of and accrued
but unpaid interest on this Note into the number of fully paid and
nonassessable shares of unregistered common stock of the Maker, par value $.001
(the "COMMON STOCK"), obtained by dividing (i) the amount of this Note to be so
converted, by (ii) the Conversion Price. For purposes of this Note, the term
"CONVERSION PRICE" means $1.75, as adjusted from time to time pursuant to the
provisions of this Section 7.
(b) In order to exercise the conversion right provided in subsection
(a) above, the Payee shall notify the Maker in writing (a "CONVERSION NOTICE")
that the Payee elects to convert this Note or a specified portion thereof, and
the Payee shall contemporaneously surrender this Note at the office of the
Maker for cancellation. Unless the shares issuable upon conversion are to be
issued in the name of the Payee, the Conversion Notice shall be accompanied by
instruments of transfer, in a form reasonably satisfactory to the Maker, duly
executed by the Payee or its duly authorized attorney and an amount sufficient
to pay any transfer or similar tax (or evidence reasonably satisfactory to the
Maker demonstrating that such taxes have been paid). The Conversion Right is
subject to the option of the Maker (the "OPTION"), upon receipt of a Conversion
Notice, to pay the then-outstanding principal amount and any accrued but unpaid
interest theron in full to the Payee within 30 days of the date on which the
Maker receives the Conversion Notice, thereby effectively canceling the Payee's
Conversion Right.
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Provided that the Maker does not exercise its Option, as promptly as
practicable after the expiration of such 30-day period, and the compliance by
the Payee with any other conditions set forth in this subsection (b), the Maker
shall issue and shall deliver to the Payee, or otherwise in accordance with the
Payee's written instruction, (i) a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of this Note in
accordance with the provisions of this Section 7 (and any fractional interest
in respect of a share of Common Stock arising upon such conversion shall be
settled as provided in subsection (c) of this Section 7), and (ii) if
applicable, a new Note of like tenor in the original principal amount equal to
the portion of this Note that has not been so converted.
Each conversion of this Note shall be deemed to have been effected
immediately prior to the close of business on the date on which the Conversion
Notice is received by the Maker. The person or persons in whose name or names
any certificate or certificates for the shares of Common Stock issuable upon
any conversion of this Note shall be deemed to have become the holder or
holders of record of the shares represented thereby at the time and on the date
determined in accordance with the first sentence of this paragraph, and such
conversion shall be at the Conversion Price in effect at such time on such
date. All shares of Common Stock delivered upon conversion of this Note shall
upon delivery be duly and validly issued and fully paid and nonassessable.
(c) No fractional shares of Common Stock shall be issued upon
conversion of this Note. Instead of any fractional shares of Common Stock that
would otherwise be issuable upon conversion of this Note, the Maker shall pay a
cash adjustment in respect of such fractional share in an amount equal to the
same fraction of the current market price (as defined in subsection (d)(iii)
below) per share of Common Stock at the close of business on the day of
conversion.
(d) The Conversion Price is subject to adjustment from time to time
upon the occurrence of any of the events specified in this subsection (d). For
the purpose of this subsection (d), "COMMON STOCK" means shares now or
hereafter authorized of any class of common stock of the Maker and any other
stock of the Maker, however designated, that has the right (subject to any
prior rights of any class or series of preferred stock) to participate in any
distribution of the assets or earnings of the Maker without limit as to per
share amount.
(i) In case the Maker shall (A) pay a dividend or make a
distribution in shares of Common Stock or other securities,
(B) subdivide its outstanding shares of Common Stock into a
greater number of shares, (C) combine its outstanding shares
of Common Stock into a smaller number of shares, or (D) issue
by reclassification of its shares of Common Stock other
securities of the Maker, then the Conversion Price in effect
at the time of the record date for such dividend or of the
effective date of such subdivision, combination or
reclassification, and/or the number and kind of securities
issuable on such date, shall be proportionately adjusted so
that the holder of this Note thereafter converted shall be
entitled to receive the aggregate number and kind of shares
of Common Stock (or such other securities other than Common
Stock) of the Maker that, if this Note had been converted
immediately prior to such date, the holder would have owned
upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.
Such adjustment shall be made successively whenever any event
listed above shall occur.
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(ii) In the event that the Maker shall fix a record date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Maker is the surviving corporation) of cash, evidences of indebtedness or
assets, or subscription rights or warrants, the Conversion Price to be in
effect after such record date shall be determined by multiplying the Conversion
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the current market price per share of Common Stock
on such record date, less the amount of cash so to be distributed or the fair
market value (as determined in good faith by, and reflected in a formal
resolution of, the Board of Directors of the Maker) of the portion of the
assets or evidences of indebtedness so to be distributed, or of such
subscription rights or warrants, applicable to one share of Common Stock, and
the denominator of which shall be such current market price per share of Common
Stock. Such adjustment shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the
Conversion Price shall again be adjusted to be the Conversion Price that would
then be in effect if such record date had not been fixed.
(iii) For the purpose of any computation under any paragraph of
this subsection (d), the "CURRENT MARKET PRICE" per share of Common Stock on
any date shall be the per share price of the Common Stock on the trading day
immediately prior to the event requiring an adjustment hereunder and shall be:
(A) if the principal trading market for such securities is a national or
regional securities exchange, the closing price on such exchange on such day;
or (B) if sales prices for shares of Common Stock are reported by the NASDAQ
National Market System (or a similar system then in use), the last reported
sales price so reported on such day; or (C) if neither (A) nor (B) above are
applicable, and if bid and ask prices for shares of Common Stock are reported
in the over-the-counter market by NASDAQ (or, if not so reported, by the
National Quotation Bureau), the average of the high bid and low ask prices so
reported on such day. Notwithstanding the foregoing, if there is no reported
closing price, last reported sales price, or bid and ask prices, as the case
may be, for the day in question, then the current market price shall be
determined as of the latest date prior to such day for which such closing
price, last reported sales price, or bid and ask prices, as the case may be,
are available, unless such securities have not been traded on an exchange or in
the over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the current market price shall be determined in good
faith by, and reflected in a formal resolution of, the Board of Directors of
the Maker.
(iv) Notwithstanding any provision herein to the contrary, no
adjustment in the Conversion Price shall be required unless such adjustment
would require an increase or decrease of at least 1% in the Conversion Price;
provided, however, that any adjustments which by reason of this subsection (v)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this subsection (d) shall be
made to the nearest cent or the nearest one-hundredth of a share, as the case
may be.
(v) In the event that at any time, as a result of an adjustment
made pursuant to subsection (d)(i), the holder of this Note thereafter
converted shall become entitled to receive any shares of capital stock of the
Maker other than shares of Common Stock, thereafter the number of such other
shares so receivable upon conversion of this Note shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in this subsection (d), and the other
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provisions of this Note shall apply on like terms to any such other
shares.
(vi) If the Maker merges or consolidates into or with another
corporation or entity, or if another corporation or entity merges into or with
the Maker (excluding such a merger in which the Maker is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common
Stock), or if all or substantially all of the assets or business of the Maker
are sold or transferred to another corporation, entity, or person, then, as a
condition to such consolidation, merger, or sale (a "TRANSACTION"), lawful and
adequate provision shall be made whereby the holder of this Note shall have the
right from and after the Transaction to receive, upon conversion of this Note
and upon the terms and conditions specified herein and in lieu of the shares of
the Common Stock that would have been issuable if this Note had been fully
converted immediately before the Transaction, such shares of stock, securities,
or assets as such holder would have owned immediately after the Transaction if
such holder had converted this Note immediately before the effective date of
the Transaction. The Maker shall not effect any Transaction unless prior to or
simultaneously with the consummation thereof the successor corporation, entity,
or person (if other than the Maker) resulting from the Transaction or
purchasing assets or the business of the Maker in the Transaction shall assume
by written instrument the obligation to deliver to the holder of this Note such
shares of stock, securities, or assets as, in accordance with the foregoing
provisions, such holder may be entitled to receive.
(vii) In case any event shall occur as to which the other
provisions of this subsection (d) are not strictly applicable but the failure
to make any adjustment would not fairly protect the conversion rights set forth
in this subsection (d) in accordance with the essential intent and principles
hereof, then, in each such case, the Maker shall effect such adjustment, on a
basis consistent with the essential intent and principles established in this
subsection (d), as may be necessary to preserve, without dilution, the
conversion rights represented hereby.
(e) The Maker agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the full conversion of this Note. The Maker
further covenants and agrees that all shares of Common Stock that may be
delivered upon the conversion of this Note will, upon delivery, be fully paid
and nonassessable and free from all taxes and mortgages, pledges, security
interests, encumbrances, liens or charges of any kind with respect to the
issuance thereof hereunder.
(f) Upon any adjustment of the Conversion Price pursuant to subsection
(d) of Section 7, the Maker shall promptly thereafter cause to be given to the
holder of this Note written notice of such adjustment. Such notice shall
include the Conversion Price after such adjustment, and shall set forth in
reasonable detail the Maker's method of calculation and the facts upon which
such calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this subsection (f).
In the event of (i) any fixing by the Maker of a record date with respect
to the holders of any class of securities of the Maker for the purpose of
determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire
any shares of capital stock of any class or any other securities or property,
or to receive any other right, or (ii) any capital reorganization of the Maker,
or reclassification or recapitalization of
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the capital stock of the Maker or any transfer of all or substantially all of
the assets or business of the Maker to, or consolidation or merger of the Maker
with or into, any other entity or person, or (iii) any voluntary or involuntary
dissolution or winding up of the Maker, then and in each such event the Maker
shall give the holder of this Note a written notice specifying, as the case may
be, (A) the record date for the purpose of such dividend, distribution, or
right, and stating the amount and character of such dividend, distribution, or
right, or (B) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation, or winding up is to take place and the time, if any is to be
fixed, as of which the holders of record of Common Stock (or such other capital
stock or securities receivable upon the conversion of this Note) shall be
entitled to exchange their shares of Common Stock (or such other stock
securities) for securities or other property deliverable upon such event. Any
such notice shall be given at least 40 days prior to the earliest date therein
specified.
(g) This Note does not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Maker, nor to any other rights
whatsoever except the rights herein set forth.
8. Additional Covenants of the Maker.
(a) The Maker shall comply with the reporting requirements of Sections
13 and 15(d) of the Securities Exchange Act of 1934, as amended, for so long as
and to the extent that such requirements apply to the Maker.
(b) The Maker shall not, by amendment of its Articles of Incorporation
or Bylaws or through any reorganization, 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 of this Note. Without limiting the generality of the foregoing, the
Maker (i) will at all times reserve and keep available, solely for issuance and
delivery upon conversion of this Note, shares of Common Stock issuable from
time to time upon conversion of this Note, (ii) will not increase the par value
of any shares of capital stock receivable upon conversion of this Note above
the amount payable therefor upon such conversion, and (iii) will take all such
actions as may be necessary or appropriate in order that the Maker may validly
and legally issue fully paid and nonassessable stock upon conversion of this
Note.
(c) Until the entire Principal Amount of and all accrued but unpaid
interest on this Note is paid in full, the Maker shall not take any of the
following actions without the prior written consent of the Payee (which consent
shall not be unreasonably withheld):
(i) sell all or a significant portion of the Maker's assets, or
merge or enter into any combination or consolidation with
another person or entity (other than a wholly-owned
subsidiary of the Maker), in which it is not the surviving
entity or
(ii) directly or indirectly make or pay any cash dividends or make
any distributions on any of its equity securities.
9. Representations of the Payee. In connection with any exercise of
the Conversion Right, the Payee hereby agrees, represents and warrants as
follows:
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(a) Any shares of Common Stock receivable by the Payee upon exercise of
the Conversion Right shall be obtained solely for the Payee's own account for
investment and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
(b) The Payee understands the speculative nature and risks of
investments associated with the Maker and confirms that it is able to bear the
risk of any investment therein, and that there may not be any public market for
the shares of Common Stock receivable by the Payee upon exercise of the
Conversion Right.
(c) The Payee is aware of the Maker's business affairs and financial
condition and has acquired sufficient information about the Maker to reach an
informed and knowledgeable decision to evaluate the merits and risks of any
investment in the Maker. The Payee further represents and warrants that he has
discussed the Maker and its plans, operations and financial condition with its
officers, has received all such information as he deems necessary and
appropriate to enable him to evaluate the financial risk inherent in making any
investment in the Maker and has received satisfactory and complete information
concerning the business and financial condition of the Maker in response to all
inquiries in respect thereof.
(d) The Payee understands that any shares of Common Stock receivable by
the Payee upon exercise of the Conversion Right will constitute restricted
securities as that term is defined in Rule 144 under the Securities Act and
that such shares may not be sold or transferred in the absence of a
registration statement or an available exemption from registration.
(e) The Maker has disclosed to the Payee that:
(i) Upon exercise of the Conversion Right, the Maker is under no
obligation to register or seek an exemption under any federal and/or state
securities acts for any sale or transfer of the shares of Common Stock
receivable by the Payee upon exercise of the Conversion Right, and any such
shares must be held indefinitely unless a transfer of them is subsequently
registered under the Securities Act or an exemption from such registration is
available, and that the Maker is under no obligation to register the any such
shares; and
(ii) The Company will make a notation in its records of the
aforementioned restrictions on transfer and legends.
9. Governing Law. This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Texas. Venue for any
action arising out of this Note shall lie exclusively in Dallas County, Texas.
10. Permitted Transfer or Assignment by Holder. The holder of this
Note may not transfer or assign to any person or entity all or any portion of
this Note unless, prior to any transfer or assignment, the holder of this Note
gives written notice to the Maker of such holder's proposal to effect such
transfer or assignment, together with such information and other written
assurances as the Maker may reasonably request with respect to the proposed
transfer or assignment and the proposed transferee or assignee. The Maker and
the holder of this Note acknowledge that the foregoing condition is intended
only to ensure compliance with the provisions of the Securities Act
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of 1933, as amended, and any applicable state securities laws in respect of the
transfer or assignment of this Note.
11. Successors and Assigns. This Note shall be binding upon the Maker
and its successors, and shall inure to the benefit of the Payee and its
successors and permitted assigns. The Maker shall not assign its obligations
hereunder without the prior written consent of the Payee.
12. Notices. Any notice, request, demand or other communication
permitted or required to be given pursuant to this Note shall be in writing,
shall be sent by one of the following means to the addressee at the address set
forth below (or at such other address as shall be designated hereunder by
notice to the other parties receiving copies, effective upon actual receipt)
and shall be deemed conclusively to have been given: (a) on the first business
day following the day timely deposited with Federal Express (or other
equivalent national overnight courier) or United States Express Mail, with the
cost of delivery prepaid; (b) on the fifth business day following the day duly
sent by certified or registered United States mail, postage prepaid and return
receipt requested; or (c) when otherwise actually delivered to the addressee.
If a written notice or signed item is expressly required by another provision
of this Note, a manually signed original must be delivered by the party giving
it. Any other notice, request, demand or other communication also may be sent
by telegram or facsimile, with the cost of transmission prepaid, and shall be
deemed inclusively to have been given on the day duly sent. Copies may be sent
by regular first-class mail, postage prepaid, to the parties set forth below,
but any failure or delay in sending copies shall not affect the validity of any
such notice, request, demand or other communication so given to a party. The
addresses of the parties are as follows:
(i) If to the Maker:
BidGive International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to the Payee:
____________________
____________________
____________________
Attention: ___________
Fax: ________________
13. Severability. In case any provision of this Note shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
14. Amendments and Waivers. This Note may be amended only with the
mutual consent of the Payee and the Maker. No amendment or waiver or
modification of this Note shall be effective unless in writing and signed by
both the Maker and the Payee.
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15. WAIVER OF JURY TRIAL. THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL, AT THE OPTION OF THE PAYEE, BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
MAKER:
BIDGIVE INTERNATIONAL, INC.
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: President and CEO
PAYEE:
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
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