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Exhibit 10.6
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “
ACT ”), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT,
THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS. THE
TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS AND RESTRICTIONS
SPECIFIED IN THE NOTE PURCHASE AND SECURITY AGREEMENT DATED AS OF
JULY 31, 2006 BY AND AMONG THE COMPANY AND THE PURCHASERS PARTY
THERETO. EACH HOLDER HEREOF BY VIRTUE OF HOLDING THIS NOTE, SHALL
COMPLY WITH, AND BE DEEMED TO HAVE AGREED TO COMPLY WITH SUCH
CONDITIONS AND RESTRICTIONS.
PERFECT LINE, INC.
SECURED PROMISSORY NOTE DUE AUGUST 1,
2010
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No. 2006-__
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Issued: July 31, 2006
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FOR VALUE RECEIVED, the undersigned, PERFECT LINE,
INC., an Indiana corporation (the “ Company ”), hereby promises to
pay to _________________________________(the “
Holder ”) or
assigns, the principal sum of ________________________________
Dollars of the United States of America on August 1, 2010 (minus
any portion of such principal amount prepaid prior to such date),
together with interest on the unpaid principal balance existing
from time to time prior to maturity at a rate per annum equal to
Fifteen Percent (15.0%), together with reasonable attorneys’
fees and other costs incurred in collecting or enforcing payment
hereof and without relief from valuation and appraisement laws.
Capitalized terms used but not defined herein have the respective
meanings given to such terms in the Note Purchase Agreement
referenced below.
Such principle and interest shall be paid weekly, in
arrears, on the balance of outstanding principal for the exact
number of days such principal remains outstanding and shall be
computed on the basis of a seven (7) day week.
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Principal and interest under this Note shall be due
and payable as follows:
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1. Weekly
principle and interest payments of $__________ due under this Note
shall be due and payable in arrears on Tuesday of each week,
commencing ____________________ 2006; and
2. the
entire unpaid balance of principal and all accrued and unpaid
interest, shall be due and payable on August __, 2010.
If any installment of princ
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