Exhibit 4.1
PROMISSORY NOTE
$15,000 August
27, 2018
FOR
VALUE RECEIVED, NaturalShrimp Incorporated, a Nevada Corporation
with an address at 5080 Spectrum Drive, Suite 1000, Addison, Texas
75001 (referred to herein as “Debtor”), hereby
irrevocably promises and agrees to pay to the order of GHS
Investments, LLC a Nevada Limited Liability Company with an address
at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753
(“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 Fifteen Thousand Dollars
($15,000), together with interest thereon (if any) and other fees
in connection therewith, all in accordance with the terms and
conditions set forth below.
1. Interest on
the unpaid principal balance hereof will accrue from the date
hereof at the rate of eight percent (8%) per annum, calculated on
the basis of a 365-day year and actual days elapsed until the
entire outstanding balance and all interest accrued thereon has
been repaid in full.
2. Creditor
may sell, assign, transfer, pledge or hypothecate this Note and any
or all of its rights and remedies hereunder at any time, with or
without notice to Debtor, to any person or entity. Creditor and its
successors and assigns under this Note are sometimes referred to
herein as the “Holder.”
3. Full
Payment on this Note will be due and payable on or before February
27, 2019. Payment shall be delivered to Creditor’s address,
or to such other address as directed in writing by the Holder
hereof, and shall be made in U.S. Dollars in immediately available
funds.
4. 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.
5. 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.
6. In the
event Debtor fails to make a payment under this Note on the due
date therefore or otherwise defaults in any obligation under this
Note, all amounts owing and past due hereunder, including without
limitation principal (whether by acceleration or in due course),
interest, late fees and other charges, shall become immediately due
bear interest at the rate of eighteen percent (18%) per annum or
the maximum rate allowed by law, both before and after
judgment.
7. 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.
8. All amounts
paid by Debtor in respect of amounts due hereunder shall be applied
by Holder in the following order of priority (a) amounts due and
payable, if any, pursuant to Paragraph 8 above, (b) interest due
and payable hereunder, and (c) the outstanding principal balance
hereof.
9. 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.
10. The
failure of Holder in any one or more instances to insist upon
strict performance of any of the terms and provisions of this Note,
or to exercise any option conferred herein shall not be construed
as a waiver or relinquishment, to any extent, of the right to
assert or rely upon any such terms, provisions or options on any
future occasion.
11. This Note
shall be governed by and construed in accordance with the laws of
Nevada, without giving effect to any conflict of laws provisions.
This Note shall bind the successors and assigns of Debtor and shall
inure to benefit of the successors and assigns of
Creditor.
12. This Note
constitutes the entire understanding and agreement between the
parties with regard to the subject matters hereof and thereof, and
supersedes and replaces any prior understanding or agreement, oral
or written, relating to such subject matters.
IN
WITNESS WHEREOF, Debtor has executed this Note on or as of the day
and year first above written.
NaturalShrimp
Incorporated
_________________________________
Gerald
Easterling, President