THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES OF COMMON STOCK INTO WHICH ALL OR A PORTION OF THE PRINCIPAL AMOUNT HEREOF AND INTEREST ACCRUED THEREON MAY BE CONVERTED MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED, OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT), OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE 1933 ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, NUTRAFUELS, LLC, a Florida limited liability company (the Maker), promises to pay to the order of Donald Brennick, an individual (the Holder), the principal amount of one hundred and fifty thousand dollars ($150,000), together with accrued interest, on or before November 15, 2013. At no time shall the aggregate obligation of Maker to Holder exceed the principal sum of this Note plus accrued but unpaid interest on amounts previously received. Maker may at any time prior to conversion, redemption or repayment in full of this Note repay all or any part of said loans under this Note.
1. Interest. The outstanding principal balance of this Note shall accrue interest at a fixed rate of ten percent (10%) per annum. Interest shall be calculated on the basis of a 365-day year.
2. Interest Method Of Payment; Application. Payments (including all prepayments) received by Holder on this Note shall be applied first to the payment of accrued and unpaid interest and only thereafter to the outstanding principal balance of this Note.
3. Conversion. Holder shall have the right to convert the outstanding principal balance of and accrued interest on this Note, or such lesser portion thereof as Holder may elect, into Shares ("Shares") of Maker's Common Stock (the Common Stock) at any time unless this Note is sooner redeemed or paid in full. In the event that Maker undertakes a corporate restructuring this Note shall be binding upon any successor entity or assign.
Upon any conversion of this Note, the sum of the principal balance and accrued interest, to be converted shall be converted into shares of the Makers Common Stock (the Conversion Shares). The per share conversion price (the Conversion Price) shall be $.35 per common share.
Upon any conversion of this Note, Holder shall deliver to Maker at Maker's principal office this Note (or of any replacement Note), together with the written notice of election to convert (the "Notice of Conversion") attached hereto as Exhibit A and made a part hereof. Conversion shall be deemed to have been effected on the date when such delivery of the conversion notice is actually made. As promptly as practicable thereafter, Maker shall issue and deliver to or upon the written order of Holder a certificate or certificates for the number of Shares to which the Holder is entitled. Upon conversion of only a portion of the principal of this Note, Maker shall issue and deliver to, or upon the written order of Holder, a new Note in the principal amount of this Note not converted, which new Note shall entitle the Holder to interest on the principal amount to the same extent as if the unconverted portion of this Note had not been surrendered for conversion. Maker covenants that all Shares, which may be issued upon conversion, will, upon issuance, be fully paid and non-assessable and free from all taxes, liens and charges caused or created by Maker with respect to the issuance.
Maker may prepay the principal and accrued interest due at any time without penalty.
5. Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent by: (i) by United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery, (iii) delivered in person or (iv) sent by telecopier or facsimile machine which automatically generates a transmission report that states the date and time of the transmission, the length of the document transmitted and the telephone number of the recipients telecopier or facsimile machine (with a copy thereof sent in accordance with clause (i), (ii) or (iii) above). All notices shall be deemed to have been given upon receipt. All notices shall be addressed to the parties at the addresses below:
To the Maker: NutraFuels, LLC. 5851 Holmberg Rd. Suite 2511 Parkland FL. 33067
To the Holder: Donald Brennick 1248 Julia Lane, North Bellmore, NY 11710.
6. Governing law. This Note shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of laws thereof.
7. This Note amends and replaces the Convertible Note dated by and between the Maker and Holder dated November 15, 2012. Upon execution hereof, the November 15, 2012 Note is null and void.
8. Entire agreement. This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified, amended, or changed except in writing.
9. Benefits; binding effect. This note shall be for the benefit of, and shall be binding upon, the Maker and the Holder and their respective successors and assigns.
10.. Jurisdiction and venue. Any claim or dispute arising out of, connected with, or in any way related to this Note shall be instituted by the complaining party and adjudicated in a court of competent jurisdiction located in Broward County, Florida.
11. Headings. The headings contained in this Note are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.
IN WITNESS WHEREOF, the Maker, by and through its undersigned officer thereunto duly authorized, has executed and delivered this Note to be effective as of September 7, 2013.
NutraFuels, LLC, Maker
/s/ Edgar Ward_____________________________
Title: Managing Member
/s/ Donald Brennick_____________________________
Donald Brennick, Holder