LOAN AGREEMENT This Loan Agreement (the Agreement ) is made and effective the 13th of January, 2012 (the Effective Transaction Date ), BETWEEN: AND: THE ONE SOURCE ENTERPRISES, LLC, a limited liability company organized and existing under the laws of the State of Nevada (the "Lender"), with its principal office located at 6011 El Parque Avenue, Las Vegas, NV 89146-1247; ASHLEE JAMES PALMER ("Borrower"), an unmarried individual with his primary residential address at 44315 57th Street West, Lancaster, CA 93536. R E C I T A L S WHEREAS, Borrower received a bridge loan from Lender in the principal amount of One Hundred Thousand ($100,000.00) Dollars USD (the Loan ); WHEREAS, Borrower agrees to repay the entire principal amount of the Loan in the amount of One Hundred Thousand ($100,000.00) Dollars USD plus interest due and owing, payable in one (1) payment on or before January 25, 2012 at 3:00 PM (EST) (the Maturity Date ). WHEREAS, Borrower s obligation to repay the Loan shall be evidenced by a Promissory Note (the Note ), attached and incorporated herein by reference as Exhibit A, and Borrower shall execute and deliver to Lender the Note concurrently with execution and delivery of the Agreement. NOW, THEREFORE, in consideration of the terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: PROMISE TO PAY A G R E E M E N T Borrower promises to pay to Lender the sum of One Hundred Thousand ($100,000.00) Dollars USD. REPAYMENT Borrower agrees to repay the Loan in the amount of One Hundred Thousand ($100,000.00) Dollars USD payable in one (1) payment on or before the Maturity Date. PREPAYMENT Lender grants Borrower the right to prepay the entire outstanding amount of the Loan at any time without any prepayment penalties. Ashlee J. Palmer _ 2012 Bridge Loan Agreement Page 1
RESPONSIBILITY Borrower warrants to Lender that Borrower is responsible for paying back the full amount of the Loan. INTEREST Interest shall be charged at the rate of 6.8% of the Loan to be deducted from loan proceeds at Closing. FEES PAID AT CLOSING The Borrower shall pay closing fees totaling Four Thousand Five Hundred ($4,500.00) Dollars USD (the Closing Fees ) to be deducted from loan proceeds at Closing. DESIGNATED PLACE OF PAYMENT All payments under the Agreement and the Note shall be made by wire transfer by Borrower to Lender to Lender's Escrow Agent IOLTA account listed below: PNC Bank 8708 Lee Vista Blvd, Orlando, FL 32829 Tel: (407) 381-0151 Account Name: Lawrence R. Williams, Jr. - Attorney at Law IOLTA Trust Account Number: 4202425574 Routing Number: 041000124 PREAPPROVAL FROM EXIT LENDER PREREQUISITE A copy of the Borrower s Exit Lender Preapproval is required as a funding prerequisite to be received by Lender s Closing Agent prior to Closing the Loan and loan proceeds being disbursed. FUND DIRECTION LETTER PREREQUISITE A copy of Borrower s Exit Lender Fund Direction Instructions is required as a funding prerequisite to be received by Lender within five (5) banking days of closing the Loan or the Loan will be deemed to be in default. Fund Direction Letter shall be sent to Lender in the following manner: 1. Facsimile: (866) 824-7959 Attn: One Source Enterprises Compliance Dept. 2. U.S. Mail: One Source Enterprises, LLC RCG Bldg. Attn: Compliance Dept. 6017 Sandy Springs Circle Atlanta, GA 30328 Ashlee J. Palmer _ 2012 Bridge Loan Agreement Page 2
DEFAULT If for any reason Borrower fails to make the scheduled payment of the Loan on or before the Maturity Date, a five (5) day grace period, to and including January 30, 2012 (the Grace Period ), shall be given to Borrower before a default penalty fee will be added to the balance. After the Grace Period, If Borrower fails to make the scheduled payment, the Loan is deemed to be in default and a penalty in the amount of Five Thousand ($5,000.00) Dollars USD ( Default Penalty ) will be added to the balance due. The scheduled payment is deemed paid when lender has received payment. Accordingly, for every month, if Borrower has not paid the full amount of the Loan, the Lender will charge interest on the entire unpaid balance at the rate of Ten (10%) Percent per month, plus default fees that shall not exceed the principal amount of the Loan. GOVERNING LAW; CONSENT TO JURISDICTION The Agreement and the rights and obligations of the parties hereunder and thereunder shall be construed and interpreted in accordance with the laws of Nevada. Borrower and each Guarantor agree that the execution of this Agreement and Note, and the performance of the Borrower s and Guarantor's obligations hereunder and thereunder shall be deemed to have a Nevada situs and the Borrower and each Guarantor shall be subject to the personal jurisdiction of the courts of Nevada with respect to any action the Lender or its successors or assigns may commence hereunder or thereunder. Accordingly, the Borrower and each Guarantor hereby specifically and irrevocably consents to the jurisdiction of the courts of Nevada with respect to all matters concerning the Agreement, Note, and any additional Loan Documents, or the enforcement of any of the foregoing. Borrower and Guarantors further consent and agree that service of any process necessary or helpful in connection with any such proceeding may be made by registered or certified mail, at the most current address that Lender has on file, which service of process shall be as fully effective in all respects as personal service lawfully made on Borrower and/or Guarantors in their state of residence. COUNTERPARTS AND RIGHT This Agreement may be signed in counterparts, which together shall constitute one agreement. IN WITNESS WHEREOF, the undersigned have caused the Loan Agreement to be duly executed as of the date first written above. THE ONE SOURCE ENTERPRISES, LLC. LENDER BORROWER Authorized Signature Ashlee James Palmer Print Name and Title Print Name Social Security Number Ashlee J. Palmer _ 2012 Bridge Loan Agreement Page 3
PROMISSORY NOTE EXHIBIT A This Promissory Note (the "Note") is made and effective the 13th day of January, 2012, (the Effective Transaction Date), BETWEEN: AND: THE ONE SOURCE ENTERPRISES, LLC, a limited liability company organized and existing under the laws of the State of Nevada (the "Lender"), with its principal office located at 6011 El Parque Avenue, Las Vegas, NV 89146-1247; ASHLEE JAMES PALMER ("Borrower"), an unmarried individual with his primary residential address at 44315 57th Street West, Lancaster, CA 93536. TERMS FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender the principal sum of One Hundred Thousand ($100,000.00) Dollars USD (the Loan ), payable at the rate and in the manner hereinafter set forth: Borrower will repay the entire Loan in the amount of One Hundred Thousand ($100,000.00) Dollars USD on or before January 25, 2012 at 3:00 PM (EST) (the Maturity Date ). Time is of the essence of the payment obligations hereunder. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (i) the principal balance then outstanding, (ii) all interest due, and (iii) any late charge or charges then due and owing. If for any reason Borrower fails to make the scheduled payment of the Loan on or before the Maturity Date, a five (5) day grace period, to and including January 30, 2012 (the Grace Period ), shall be given to Borrower before a default penalty fee will be added to the balance. After the Grace Period, If Borrower fails to make the scheduled payment, the Loan is deemed to be in default and a penalty in the amount of Five Thousand ($5,000.00) Dollars USD ( Default Penalty ) will be added to the balance due. The scheduled payment is deemed paid when lender has received payment. Accordingly, for every month, if Borrower has not paid the full amount of the Loan, the Lender will charge interest on the entire unpaid balance at the rate of Ten (10%) Percent per month, plus default fees that shall not exceed the principal amount of the Loan. If any payment under this Note is not paid in full by the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Agreement or the Promissory Note (together the Loan Documents ), or if any representation or warranty contained in the Loan Documents is breached or if or becomes untrue, the Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender s option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by Borrower. Lender may exercise this option to accelerate during any default by Borrower, regardless of any prior forbearance. In the event of any such default, and if the same is referred to an attorney-at-law for collection, or if any action at law or in equity is brought with respect hereto, Borrower shall pay to Lender, in addition to all other charges required pursuant to the terms hereof or pursuant to the terms of the Loan Documents, all costs and expenses of the Lender. From and after the Maturity Date, or during default, if such default should occur prior to the Maturity Date, the outstanding principal amount hereunder and accrued interest and other charges shall bear interest at the highest rate allowed by law. ANY RIGHT OF TRIAL BY JURY, PRESENTMENT, NOTICE OF DISHONOR, AND PROTEST ARE HEREBY WAIVED BY ALL MAKERS, SURETIES, GUARANTORS AND ENDORSERS HEREOF. The Note shall be the joint and several obligation of Borrower, sureties, guarantors, and endorsers hereof and Ashlee J. Palmer _ 2012 Bridge Loan Agreement / Promissory Note Exhibit A - pg. i
shall be binding upon them and their respective heirs, executors, administers, successors and assigns. Borrower shall pay the costs of all documentary, revenue, tax or other stamps now or hereafter required by any law at any time to be affixed to or which are otherwise made necessary as a result of the Note or any of the Loan Documents, and if any taxes be imposed with respect to debts secured by mortgages and or deeds of trust with respect to notes evidencing debts so secured, Borrower agrees to pay to Lender the full amount of any such taxes, and hereby waives any contrary provisions if any laws of rules of court now or hereafter in effect. Lender and Borrower intend that the relationship created and evidenced by the Note and the Loan Documents shall be solely that of debtor and creditor. Nothing in the Note shall be construed as creating a joint venture, partnership, tenancy in common, or joint tenancy between Lender and Borrower. The remedies of the Note are cumulative and concurrent and may be pursued singularly or successively together, at the sole discretion of the holder, and may be exercised as often as occasion therefore shall occur. The waiver by Lender or failure to enforce any term, covenant or condition of the Note or to declare any default hereunder, shall not operate as a waiver of any subsequent default or affect the right of the holder to exercise any right or remedy not expressly waived in writing by the holder. The unenforceability or invalidity of any one or more provisions of the Note shall not render any other provision herein contained unenforceable or invalid. The Note and all of the Loan Documents shall governed and construed under the laws of the State of Nevada. IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly executed as of the date first written below. THE ONE SOURCE ENTERPRISES, LLC. LENDER BORROWER Authorized Signature Ashlee James Palmer Print Name and Title Print Name STATE OF ) S:S COUNTY OF ) Social Security Number On this day of January, 2012, before me, the undersigned officer, personally appeared Ashlee James Palmer, known to me (or satisfactorily proven) to be the person whose name is subscribed to the instrument, and acknowledged that he executed the foregoing Promissory Note and acknowledged the execution of the foregoing instrument to be his voluntary act and deed for the same purposes therein contained. Personally Known or Produced Identification Type of Identification Produced (Notary Seal) Signature of Notary Public Print Name of Notary Public Notary Public of the State of My Commission Expires on Ashlee J. Palmer _ 2012 Bridge Loan Agreement / Promissory Note Exhibit A - pg. ii