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Exhibit 10.8
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
SEPTEMBER 21, 2007 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 SEPTEMBER 13,
2011
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No. 2007-__
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Issued: September 21, 2007
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Matures: September 13, 2011
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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 September 13, 2011 (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
Sixteen Percent (16.0%), 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 _______________; and
2. the
entire unpaid balance of principal and all accrued and unpaid
interest, shall be due and payable on September 13,
2011.
If any installment of princi
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