SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 1, 2014
Date of Report (Date of earliest event reported)
| TAGLIKEME CORP. |
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Nevada
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0-25455
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201777817
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Third Floor, 7-8 Conduit Street,
Mayfair, London, UK
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W1S 2XF
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(Address of principal executive offices)
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(Zip Code)
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44 207 290 6919
Registrant’s telephone number, including area code
______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Service Agreement
On May 1, 2014, the Board of Directors of TagLikeMe Corp., a Nevada corporation (the “Corporation”), authorized the execution of that certain six month executive service agreement dated May 1, 2014 (the "Executive Service Agreement") between the Corporation and Richard Eliot-Square, its Chief Executive Officer, Chief Financial Officer and member of the Board of Directors (the "Executive"). The Corporation acknowledged that it had retained the Executive in such capacity since July 1, 2012, and desired to continue to retain the Executive on an independent contractor basis, and the Executive desired to continue to provide such related services to the Company as memoralized in the Executive Service Agreement. In accordance with the terms and provisions of the Executive Service Agreement: (i) the Corporation agreed to pay to the Executive a base monthly salary of $10,225.00 from July 1, 2012 through April 30, 2014 and confirmed that the aggregate amount due and owing to the Executive from July 1, 2012 through April 30, 2014 was $225,000.00; (ii) the Corporation agreed thereafter to pay to the Executive a minimum 10% finders' fee and/or commission on consummated transactions introduced by the Executive to the Corporation based upon the negotiated terms of such transactions and as agreed upon by the Executive and the Corporation (the “Executive Fee”); and (iii) the Executive agreed to continue to provide such executive consultant services to the Corporation in his capacity as Chief Executive Officer and Chief Financial Officer focusing on financing, administrative and the organizational structure of the Corporation.
Any party can terminate the Executive Service Agreement upon thirty (30) days written notice (herein called “Notice of Termination”) to the other parties. If the Corporation terminates the Executive Service Agreement prior to the termination date for any reason other than the Executive’s gross negligence, the Corporation shall pay the Executive the amount of the Executive Fee as required monthly up and to the termination date and an amount equal to forty-eight (48) months of Executive Fee from the termination date (the "Severance Pay"). If the Executive terminates the Executive Service Agreement prior to the termination date for any reason, the Corporation shall pay the Executive the severance pay from the date of early termination by the Executive.
Convertible Promissory Note
On May 1, 2014, the Board of Directors further authorized the execution of that certain convertible promissory note dated May 1, 2014 (the "Convertible Note") in the principal amount of $225,000.00 issued by the Corporation to the Executive. The Convertible Note provided that such amounts due and owing by the Corporation from July 1, 2012 through April 30, 2014 under the Executive Service Agreement would be evidenced in a convertible note, which convertible note would be convertible into shares of common stock of the Company at a discounted rate of 20% of the average trading price of the Corporation's shares of common stock on the OTC Markets for the three trading days prior to the date of receipt by the Corporation of a conversion notice. Under the terms and provisions of the Convertible Note, the Corporation agreed to pay to the order of the Executive the sum of $225,000.00, which amount represents those funds due and owing to the Executive commencing July 1, 2012 through April 30, 2014 for services rendered in accordance with the terms and provisions of the Executive Services Agreement. The Convertible Note shall not bear interest and is payable upon demand.
The Executive shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and nonassessable whole shares of the Corporation's common stock. The number of whole shares of common stock into which the Convertible Note may be voluntarily converted shall be determined by dividing the aggregate principal amount borrowed by that amount equal to a 20% discount of the average trading price of the Corporation's shares of common stock on the OTC Market three days prior to receipt by the Corporation of a notice of conversion (the “Note Conversion Price”).
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
| 10.1 |
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Executive Services Agreement dated May 1, 2014 between TagLikeMe Corp. and Richard Elliot-Square. |
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| 10.2 |
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Convertible Promissory Note dated May 1, 2014 issued by TagLikeMe Corp. to Richard Elliot-Square. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TagLikeMe Corp.
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DATE: May 13, 2014
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By:
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/s/ Gerard Danos
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Name: |
Gerard Danos
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Title: |
President
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EXHIBIT 10.01
EXECUTIVE SERVICE AGREEMENT
THIS EXECUTIVE SERVICE AGREEMENT (the “Agreement”) is deemed made, entered into and effective this 1st day of May, 2014 (the “Effective Date”)
Between: TagLikeMe Corp., a Nevada Corporation, with its principle business address at 7-8 Conduit Street, Third Floor, Mayfair, London, United Kingdom W1S 2XF
(the “Company").
And: Thurlestone Associates Limited, a corporate entity controlled by Richard Elliot-Square, an individual, with its principal business address at 11 Pilgrim Street, United Kingdom, EC4V 6RN
(the "Executive").
WHEREAS:
A. The Company is a reporting company incorporated under the laws of the State of Nevada, U.S.A., and has its common shares listed for trading on the OTC Markets QB under the trading symbol "TAGG";
B. The Company, through its wholly-owned subsidiary, was previously in the business of connecting online users with others while looking for online information and making it easier to collect and share that information (the "Prior Business Operations");
C. The Company, through its wholly-owned subsidiary, is now in the business involving oil and gas exploration and production company pursuant to which leases to certain oilfield properties located primarily in southwest Texas have been acquired (the "Current Business Operations");
D. The Executive, through his wholly-owned entity, Thurleston Associates Limited, is a professional within the area involving the Prior Business Operations and provided executive consultant services to the Company in his capacity as Chief Executive Officer and sole member of the Board of Directors since July 1, 2012, and desires to continue providing such consultant services focusing on financing, administrative and the organizational structure of the Company;
E. The Company has retained the Executive in such capacity since July 1, 2012, and desires to continue to retain the Executive on an independent contractor basis, and the Executive desires to continue to provide such related services to the Company as memoralized in this Agreement (collectively, the “General Services”);
F. It is the intention of the Company and the Executive (at times referred to herein as “Parties”) hereby to memoralize such agreements and understandings between them relating to the terms and conditions of the General Services and, correspondingly, it is their further intention that the terms and conditions of this agreement (the “Agreement”) will replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to the General Services;
G. The Parties hereto have agreed to enter into this Agreement which replaces, in its entirety, all such prior discussions, negotiations, understandings and agreements, and, furthermore, which necessarily clarifies their respective duties and obligations with respect to the General Services to be provided hereunder, all in accordance with the terms and conditions of this Agreement;
H. The Parties desire that this Agreement will not be an employment agreement but, rather, that the Executive will provide the General Services hereunder as an independent contractor. The Executive shall allocate, in his discretion, the amount of time appropriate to providing General Services to the Company and the manner of the provision of any part of the General Services. Provided however, all decisions of the Executive in rendering the General Services must be made in good faith, in the best mutual interests of the Executive and the Company, and carried out in a manner that is generally consistent with accepted industry standards for the provision of such General Services.
I. This Agreement when duly signed and accepted by the Executive; will define the duties, responsibilities and obligations of the Executive; set forth and provide the consideration, expense allowances and any other consideration offered or provided to the Executive hereunder; and as offered by the Company to other Executives providing professional services and consulting services to the Company.
J. The Parties desire to confirm the aggregate amount due and owing to Executive from July 1, 2012 through April 30, 2014 is $225,000.00.
NOW THEREFORE, in consideration of the recited ongoing relationship of the Parties and the promises, covenants, assurances, agreements and financial compensation provided by and between the Parties all of which is mutually acknowledged as good and sufficient consideration, by and between the Parties hereto, and the Company and the Executive hereby promise, covenant and agree as follows:
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1.1
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The Company shall pay to the Executive a base monthly salary of $10,225.00 from July 1, 2012 through April 30, 2014. Thereafter, Executive shall be paid a minimum 10% finders' fee and/or commission on consummated transactions introduced by the Executive to the Company based upon the negotiated terms of such transactions and as agreed upon by the Executive and the Company (the “Executive Fee”).
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1.2
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The compensation provided for herein will be inclusive of any remuneration otherwise payable to the Executive may be for serving as a director of the Company or any subsidiary of the Company at the request of the Company during the currency of this Agreement.
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2. Expenses. The Company shall reimburse the Executive the full amount for all expenses reasonably incurred by the Executive in the proper performance of the General Services, where such expenses are pre-approved under this Agreement by the Company’s Board of Directors (the “Board”) or the controller of the Company at any specified rate or amount, or upon the Executive providing such receipts or other evidence as the Company may reasonably require.
3. Notice of Termination and Termination of the Agreement
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3.1
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Any Party can terminate this Agreement upon thirty (30) days written notice (herein called “Notice of Termination”) to the other Parties. If the Company terminates the Agreement prior to the Termination Date for any reason other than the Executive’s gross negligence, the Company shall pay the Executive the amount of the Executive Fee as required monthly up and to the Termination Date (as defined below) and an amount equal to forty-eight (48) months of Executive Fees from the Termination Date (the "Severance Pay"). If the Executive terminates the Agreement prior to the Termination Date for any reason, the Company shall pay the Executive the Severance Pay from the date of early termination by the Executive. .
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3.2
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The Executive is required to provide Notice of Termination herein to the Company and his failure to do so will entitle the Company to only pay the Executive Fee on a prorated basis up to the date of the Notice of Termination by the Executive without notice.
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3.3
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All expenses and other reimbursable cost payable to the Executive hereunder are payable to the date of effective Notice of Termination as provided hereunder.
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4. Term of Agreement. Unless otherwise agreed to in writing by the Parties, this Agreement will commence on the Effective Date and continue on for a six month period basis at which date it shall terminate (herein called the “Termination Date”). The Agreement may be renewed on a six-month basis thereafter upon the mutual consent of the Parties.
5. General Services
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5.1
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During the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as the President of the Company. The Executive hereby agrees to be subject to the direction and supervision of, and to have such authority as is delegated to the Executive by, the Board of Directors of the Company (the “Board”), consistent with such position. The Executive also agrees to provide such related services, associated with the position of President, as the Board may, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company’s various Business Operations and interests during the continuance of this Agreement (herein collectively described as the “General Services”).
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5.2
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It being expressly acknowledged and agreed by the Parties that the Executive will commit to and provide to the Company the General Services on the basis set forth herein. In this regard it is hereby acknowledged and agreed that the Executive, as President, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the Chief Executive Officer, and shall have direct responsibility to the Board of Directors as a whole.
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5.3
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The Executive will perform the said General Services faithfully, diligently, to the best of the Executive’s capabilities with the resources at its disposal and in the best interests of the Company.
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5.6
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In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company. In that regard, the Executive and the Company shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Executive.
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6. Confidentiality, Non-Disclosure, Non-Competition and Non-Circumvention
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6.1
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The Executive hereby covenants, promises and agrees that he will be provided with confidential, proprietary and valuable information by the Company about its clients, properties, prospects and financial circumstances from time to time during the currency of this Agreement, in order to permit the Executive to properly, effectively and efficiently carry out its tasks, duties and activities hereunder. However, by providing such disclosure of Confidential Information to the Executive, the Company relies on the Executive to hold such information as confidential and only disclose the same to those parties, whether directors, officers, employees, agents, representatives or clients and contacts of the Executive “who need to know”, in order that the Executive can carry out the objects of this Agreement as provided for herein and as communicated as between the Company and the Executive during the currency of this Agreement. Due to the nature of the relationship of the Executive to the Company no more precise limitations can be placed on the Executive’s use and disclosure of Confidential Information received from the Company pursuant hereto than as described herein.
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6.2
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The general nature of the Agreement between the Parties is that the Executive will act on the Company’s behalf in the promotion of the Company’s interests and by way of introductions, consulting to and advising of the Company on matters related to the Current Business. With the broad mandate and scope of this relationship the Company must rely on the fiduciary duty of good faith that the Executive owes the Company as provided under this Agreement and as an Officer of the Company, when the Company is making disclosure to the Executive of Confidential Information about Business opportunities and competitive advantages which the Company has cultivated and developed. All Confidential Information disclosed to the Executive is disclosed on the strict condition that the Executive, will not now or at any future time, use such Confidential Information received from the Company hereunder in any manner inconsistent with the best interests of the Company, except with the express written permission of the Company. The result of these terms and conditions of disclosure of Confidential Information to the Executive by the Company is that the Executive will:
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(a)
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Only disclose such Confidential Information on a “need to know” basis, but it will be up to the Executive’s reasonable discretion in acting on behalf of and in the best interests of the Company to determine what group or groups “need to know” about such information pursuant to the nature and scope of this Agreement;
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(b)
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The disclosure of Confidential Information from the Company to the Executive further to the intents and purposes of this Agreement will prohibit the Executive from directly or indirectly using the Confidential Information in a manner that is in conflict with or contrary to the best interests of the Company, except with the Company’s written consent;
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(c)
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The Executive will not use Confidential Information in a manner that in the view of the Company would constitute a direct or indirect use for a purpose which is in competition with the best interests of the Company or would be a circumvention of the Company’s right or interest in a particular Business opportunity.
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(d)
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The meaning of Confidential Information (herein called “Confidential Information”) will include any information disclosed by the Company that is declared by the Company either verbally or in writing, depending on the means of communication of such Confidential Information by the Company to the Executive.
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(e)
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The restrictions on disclosure of Confidential Material do not apply to any of the following circumstances:
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(i)
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Information forming part of the public domain, which became such through no disclosure or breach of this Agreement on the Executive’s behalf;
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(ii)
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Information which the Executive can independently prove was received from a Third Party, which was legally entitled to disclose such information;
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(iii)
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Information which the Executive is legally obligated to disclose in compliance with any applicable law, statute, regulation, order, ruling or directive of an official, tribunal or agency which is binding on the Executive, provided that the Executive must also provide the Company with notice of such disclosure at or before releasing or disclosing the Confidential Information to such official, tribunal or agency so that the Company is afforded an opportunity to file a written objection to such disclosure with such official, tribunal or agency.
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6.3
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The Executive understands, acknowledges and agrees that the covenants to keep the Confidential Information confidential and not disclose it to Third Parties, except in conformity with this Agreement, is necessary to protect the proprietary interests of Company in such Confidential Information and a breach of these covenants would cause significant loss to the Company in regard to its competitive advantage, market opportunities and financial investment associated with protection of its Confidential Information.
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6.4
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The Executive further understands, acknowledges and agrees that a breach of these covenants of confidentiality, non-disclosure, non-competition and non-circumvention under this Section 7 (in combination the “Covenants of Confidentiality, Non-Circumvention and Non Disclosure”), will likely cause such irreparable harm to the Company that damages alone would be an inadequate remedy and the Executive consent and agree such equitable remedies including injunctive relief against any further breach which are reasonably justified in addition to any claim for damages based on a breach of these Covenants of Confidentiality, Non-Circumvention and Non Disclosure.
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6.5
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The Parties mutually acknowledge, confirm and agree that the Covenants of Confidentiality, Non-Circumvention and Non-Disclosure will survive Termination of this Agreement and will continue to bind the Executive to protect the Company’s interest in such Confidential Information disclosed pursuant hereto.
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7. Governing Law, Jurisdiction and Currency
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7.1
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This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without giving effect to the principles of conflicts of law thereof.
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7.2
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Unless otherwise mutually agreed to in writing by the Parties, any action, proceeding or arbitration in regard to a dispute or direction relating to the subject matter of this Agreement will be solely within the jurisdiction of the appropriate court, tribunal or arbitrator of competent jurisdiction within the State of Nevada.
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7.3
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Unless otherwise expressly provided for herein or agreed upon in writing by the Parties, all references to money or money consideration are deemed to be in United States Currency (“US$”)
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8. Notice
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8.1
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All notices to be given with respect to this Agreement, unless otherwise provided for, shall be given to Cleary, the Company and the Executive at the respective addresses, fax numbers and email addresses shown below or otherwise communicated by the Parties to each other for such notice and service matters during the currency of this Agreement.
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8.2
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All notices, requests, demands or other communications made by a Party will be deemed to have been duly delivered: (i) on the date of personal delivery utilizing a process server, courier or other means of physical delivery to the intended recipient (“Personal Service”); or (ii) on the date of facsimile transmission (the “Fax”) on proof of receipt of the Fax; or (iii) on the date of electronic mail (the “email”) with verifiable proof of receipt of such email; or (iv) on the seventh (7th) day after mailing by registered mail with postage prepaid (“Registered Mail”), to the Party’s address, Fax number, email address set out in this Agreement or such other addresses Fax numbers or email address as the Parties or their Representatives may have from time to time during the currency of this Agreement or thereafter and communicated to the other Parties for the purposes of this Agreement.
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9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces, restates in full and supersedes all other prior agreements and understandings, both written and oral.
10. Assignments. The Parties agree that neither will assign this Agreement without prior written consent of the other Party.
IN WITNESS WHEREOF this Agreement is hereby signed, sealed and duly executed by the Parties on the Effective Date first above written.
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TagLikeMe Corp. |
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Date: May __, 2014
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By:
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Thurlestone Associates Limited |
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Date: May __, 2014
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By:
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Richard Elliot-Square |
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EXHIBIT 10.2
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
TAGLIKEME CORP.
CONVERTIBLE PROMISSORY NOTE
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$225,000.00
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March 31, 2014
London, England
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WHEREAS Richard Elliott-Square as the President/Chief Executive Officer and sole member of the Board of Directors (the "Holder") provided consulting and executive services to TagLikeMe Corp., a Nevada corporation (the "Company") during the past three fiscal years ended December 31, 2013, 2012 and 2011 (the "Executive Services");
WHEREAS based on the Executive Services, the Company owes the Holder the aggregate amount of $225,000.00 (the "Debt");
WHEREAS the Company and Holder have agreed that the Debt owed to the Holder shall be evidenced in a convertible note, which convertible note would be convertible into shares of common stock of the Company at the rate of 20% discount to the average trading price of the Company's shares of common stock on the OTC Markets for the five days preceding the date of conversion;
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:
1. Principal.
1.1 The Company, for value received, hereby promises to pay to the order of the Holder the sum of Two Hundred Twenty Five Thousand Dollars ($225,000.00), which amount represents the Debt due and owing to the Holder 12.
1.2 This Convertible Promissory Note (the "Note") shall not bear interest. This Note shall be payable upon demand ("Demand Date"). Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the Holder.
1.3 Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
1.4 The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.
2. Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Holder.
3. Conversion.
3.1 Voluntary Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and nonassessable whole shares of the Company's $0.001 par value common stock ("Common Stock") determined in accordance with Section 3.2 below.
3.2 Shares Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount by that price equal to a 20% discount of the average trading price of the Company's shares on the OTC Markets for the five days preceding the date of conversion (the “Note Conversion Price”).
3.3 Notice and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5) business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a new note representing such balance.
3.4 Other Conversion Provisions.
(a) Adjustment of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.
(b) Common Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock” shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal hereunder that is not so converted.
4. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.
(c) No Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.
5. Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:
(a) Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
(b) Private Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.
(c) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
(d) Risk of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.
6. Assignment. Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
8. Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.
10. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.
11. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.
15. No Impairment. The Company will not, by any 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, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.
IN WITNESS WHEREOF, TagLikeMe Corp. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.
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TAGLIKEME CORP. |
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Date: March __, 2014
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By:
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President |
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HOLDER. |
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Date: March __, 2014
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Richard Elliot-Square |
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