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.
(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 o
