PROMISSORY NOTE

FOR VALUE RECEIVED, Galt Petroleum, Inc., a Nevada corporation, (referred to herein as “Debtor”), hereby irrevocably promises and agrees to pay to the order of Albury Investments, LLC, a Utah limited liability company (“Creditor”), or at such other place as set forth herein or as designated in writing by the Holder (as defined below) hereof, in lawful money of the United States of America, the principal sum of thirty-five thousand ($35,000), together with interest thereon (if any) and other fees in connection therewith, all in accordance with the terms and conditions set forth below.  The Debtor is providing this promissory note to Creditor as Creditor made several payments to Steven Peterson, a creditor of Debtor (or its predecessor-in-interest or subsidiary, the “Predecessor”), on Predecessor’s behalf in May and June of 2011, totaling $25,000, and Creditor loaned Predecessor $10,000 in April of 2011.  The parties therefore intend this Promissory Note to be effective as of July 1, 2011.

1.           Creditor shall be entitled to interest on the unpaid principal balance at the rate of six percent (6%) per annum.  All principal and interest accruing hereunder shall be due and payable in a single lump sum on July 1, 2017.

2.           Creditor and its successors and assigns under this Note are sometimes referred to herein as the “Holder.”

3.           Debtor may prepay any amount due hereunder, in whole or in part, at any time without penalty or premium for such early payment.  Debtor shall also be entitled to offset against this Note any amount owed by Creditor to Debtor, including without limitation any losses or expenses actually incurred by Debtor as a result of a breach by Creditor of any of its obligations between Debtor and Creditor.

4.           If (a) any payment or delivery required by this Note is not made when due hereunder, or any obligation or covenant undertaken by Debtor hereunder is not performed or observed as and when required hereby, (b) Debtor defaults in the performance of any obligation evidenced by this Note, (c) any representation or warranty made by Debtor in this Note or any other instrument, agreement or document delivered by Debtor or any other party for Debtor’s benefit in connection herewith proves to have been materially false or inaccurate when made, (d) any event of default occurs under any instrument securing the obligations evidenced by this Note, or (e) Debtor files an assignment for the benefit of creditors or for relief under any provisions of the Bankruptcy Code, or suffers an involuntary petition in bankruptcy or receivership to be filed and not vacated within 30 days, then the Holder may at its sole option consider the entire unpaid principal balance and accrued but unpaid interest hereunder at once become due and payable without notice (time being the essence hereof).  The exercise or failure to exercise such remedy shall not constitute a waiver of the right to exercise such remedy or preclude the exercise of any other remedy in the event of any subsequent default, event or circumstance that gives rise to such right of acceleration.

5.           In the event that any payment under this Note is not made at the time and in the manner required (whether before or after maturity), Debtor agrees to pay any and all costs and expenses (regardless of the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which may be incurred by Holder in connection with the enforcement of any of its rights under this Note, including, but not limited to, attorneys’ fees and all costs and expenses of collection.

 

6.           Debtor, on behalf of itself and all sureties, guarantors, and en­dorsers hereof, if any, hereby waives presentment for payment, demand, and notice of dishonor and nonpayment of this Note, and consents to any and all extensions of time, renewals, waivers, or modifi­cations that may be granted by Holder with respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substi­tution.