Exhibit 4.1
NEITHER THIS SECURITY NOR ANY
SECURITY INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY SECURITY INTO WHICH IT MAY BE CONVERTED NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
AT ANY TIME IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION.
VELOCITY PORTFOLIO GROUP, INC.
a Delaware corporation
10% PROMISSORY NOTE
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No. __
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$_______
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July __, 2009
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FOR VALUE RECEIVED, VELOCITY PORTFOLIO GROUP, INC. , a
Delaware corporation (the “Company”), hereby promises
to pay to ________________, (hereinafter referred to as the
“Holder”), or registered assigns, the principal sum of
_____________ Dollars ($_______), with interest at a rate of ten
percent (10.0%) per annum.
1.
This Note . Unless
this note (“Note”) is otherwise redeemed pursuant to
Section 5 hereof, interest and principal on this Note shall be
payable at the address indicated in the Subscription Agreement
executed by the Holder in connection with the investment in this
Note or any such other address as the Holder may from time to time
designate in writing to the Company, regardless of whether payment
becomes due on the Maturity Date (as defined below) or upon the
occurrence of an Event of Default (as defined below).
2.
Payment of Principal and Interest . This Note will mature on July __, 2010 (the
“Maturity Date”). Interest shall be payable quarterly
in arrears beginning on the last day of the month that is four
months from the date of this Note (each, an “Interest Payment
Date”). Interest shall be computed based on the actual number
of days elapsed, but on the basis of a 360-day year of twelve
30-day months calculated on the unpaid balance of the principal sum
from the date of issue. Principal shall be due and payable upon the
Maturity Date or upon the occurrence of an Event of Default (as
defined below). Except as provided herein, all payments of
principal and interest by the Company under this Note shall be made
in United States dollars in immediately available funds to an
account specified by the Holder.
3.
Security Interest
(a)
To secure the
prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of all of the
obligations and liabilities of the Company to the Holder under this
Note (the “Obligations’), the Company hereby assigns,
pledges and grants to Holder, a continuing security interest in and
lien upon all of the Company’s property and assets (the
“Collateral”), whether real or personal, tangible or
intangible, and whether now owned or hereafter acquired, or in
which it now has or at any time in the future may acquire any
right, title or interest, including without limitation, all of the
following property in which it now has or at any time in the future
may acquire any right, title or interest: all accounts, inventory,
equipment, goods, documents, instruments (including, without
limitation, promissory notes), contract rights, general intangibles
(including, without limitation, payment intangibles), chattel
paper, supporting obligations, investment property,
letter-of-credit rights, trademarks, tradestyles, patents and
copyrights in which the Company now has or hereafter may acquire
any right, title or interest, all books, records, computer
programs, tapes, disks, and related data processing software that
at any time evidence or contain information relating to Collateral
or are otherwise necessary or helpful in the collection thereof or
realization thereof; all proceeds and products thereof (including,
without limitation, proceeds of insurance) and all additions,
accessions and substitutions thereto or therefor. The Company
authorizes the Holder to file such financing statements and
amendments thereto and all other documents and instruments and to
do such other acts and things as are reasonably necessary to
establish and maintain a valid, enforceable, perfected security
interest in the Collateral as provided herein and the other rights
and security contemplated hereby all in accordance with the Uniform
Commercial Code of the State of New Jersey as
