EX1A-3 HLDRS RTS 5 ex3.9aa.htm PN TIKI ex39



THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED
IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY
SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.


PROMISSORY NOTE

CLIKIA CORP.

$150,000.00				          July 5, 2017

FOR VALUE RECEIVED, the undersigned, Clikia Corp., a Nevada corporation (Maker),
promises, pursuant to the terms of this Promissory Note (the Note), to pay to
TikiLive, Inc. (Payee) (Payee and any subsequent holders hereof are hereinafter
referred to collectively as Holder), at such place, or places, as Holder may
designate to Maker in writing from time to time, the amount of One Hundred Fifty
Thousand and no/100 Dollars ($150,000.00), together with interest thereon at the rate
of five percent (5%) per annum until paid, which shall be due and payable on demand.

The principal and accrued interest amounts hereunder may be prepaid in whole or in
 part prior to any demand, at any time and from time to time, without premium or
penalty.

All payments due pursuant to this Note shall be made in lawful money of the United
States of America in immediately available funds, at the address of Payee indicated
above, or such other place as Holder shall designate in writing to Maker. If any
payment on this Note shall become due on a day which is not a Business Day (as
hereinafter defined), such payment shall be made on the next succeeding Business
Day and any payment made pursuant to the foregoing shall not be deemed late for
purposes of assessing interest pursuant to the preceding paragraph. As used herein,
 the term Business Day shall mean any day other than a Saturday, Sunday or any
other day on which national banking associations are authorized to be closed.

As used herein, the terms Maker and Payee shall be deemed to include their respective
successors, legal representatives, and assigns, whether by voluntary action
of the parties or by operation of law.

In the event this Note is placed in the hands of an attorney for collection, or if
Holder incurs any costs incident to the collection of the indebtedness evidenced
hereby, Maker and any endorsers hereof agree to pay to Holder an amount equal to all
such costs, including without limitation all reasonable attorneys' fees and all
court costs.

This Note shall be the obligation of all Makers, endorsers, guarantors and sureties,
 if any, as may exist now or hereafter in addition to Maker, and shall be binding
upon them and their respective heirs, administrators, executors, legal representatives,
 successors, and assigns and shall inure to the benefit of Payee and his heirs,
administrators, executors, legal representatives, successors and assigns.

Notwithstanding any provision to the contrary contained herein or in any other
document, it is expressly provided that in no case or event shall the aggregate of any
amounts accrued or paid pursuant to this Note or any other document which, under
applicable laws, are or may be deemed to constitute interest, ever exceed the maximum
non-usurious interest rate permitted by applicable Nevada or federal laws,
whichever permit the lower rate. In this connection, Maker and Payee stipulate and
agree that it is their common and overriding intent to contract in strict compliance
with applicable usury laws. In furtherance thereof, none of the terms of this Note
shall ever be construed to create a contract to pay, as consideration for the use,
forbearance or detention of money, interest at a rate in excess of the maximum rate
permitted by applicable laws. Maker shall never be liable for interest in excess of
the maximum rate permitted by applicable laws. If, for any reason whatever, such
interest paid or received during the full term of the applicable indebtedness produces
a rate which exceeds the maximum rate permitted by applicable laws, Holder shall
credit against the principal of such indebtedness (or, if such indebtedness shall
have been paid in full, shall refund to the payor of such interest) such portion
of said interest as shall be necessary to cause the interest paid to produce a rate
equal to the maximum rate permitted by applicable laws. All sums paid or agreed to
be paid to Payee for the use, forbearance, or detention of money shall, to the
extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full term of the
applicable indebtedness. The provisions of this paragraph shall control all
agreements, whether now or hereafter existing and whether written or oral,
between Maker and Payee.

This Promissory Note and all other written agreements executed in connection herewith
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.

CLIKIA CORP.

/s/ DAVID LOFLIN
David Loflin
CEO