COMMERCIAL PROMISSORY
NOTE
November 15, 2008
$6,000
FOR VALUE RECEIVED,
Gateway Certifications, Inc. (the “ Maker
”), at 35 Meadow Street, Suite 308, Brooklyn, NY 11206,
promises to pay to the order of Michael Belton (the “
Holder ”), at such place as the Holder may
designate in writing, in lawful money of the United States of
America, the principal sum of 6,000 00/100 Dollars ($6,000.00).
All capitalized terms used in this Note and not otherwise
defined herein have the meanings set forth in that certain Credit
Agreement dated as of even date herewith (the “
Agreement ”).
The following terms and
provisions apply to this Note:
1.
Interest
Rate . Interest shall accrue on the
principal amount of this note at a rate of Eight percent (8%) per
annum.
2.
Payment
Terms . Maker shall pay to Holder all
outstanding principal and accrued interest on the Maturity Date
(defined below); provided, however, that at such time as the Maker
receives one or more debt or equity investments at any time after
the date first written above, the Maker shall pay to Holder the
lessor of i) all outstanding principal and accrued interest of this
Note at the time of any such investment; or ii) 8% of such
investment(s) until the principal and interest have been paid in
full.
3.
Maturity
Date . All outstanding principal and
unpaid interest under this Note and all other amounts due and
payable under this Note shall become automatically due and payable,
without demand or notice, on June 30, 2013.
4.
Security and
Guarantees . This Note is not secured and
there are no personal guarantees regarding this Note.
5.
Prepayment
.
This Note may be
prepaid in whole or in part at any time, and from time to time,
without penalty, but any prepayment shall not postpone any required
payment hereunder.
6.
General Payment
Terms . All payments shall be made in
lawful money of the United States. Upon payment in full in
accordance with this Note of all of the obligations, this Note
shall be surrendered to the Maker for cancellation. The Maker
waives presentment, protest, presentation of the Note and any other
condition precedent to payment to the Holder. The Maker shall
pay all amounts due free and clear of and without reduction or
deduction for or on account of any present or future taxes, levies,
charges, imports, duties, assessments, withholding or other
governmental obligations. The Note may be pledged, sold,
hypothecated, or assigned by any assignee of the Holder without
consent of the Maker. All payments shall be made by wire transfer
or check on the due date to accounts as specified by the Holder or
assignees of the Note. Any wire transfer of funds shall not
constitute payment until actually credited to such bank account of
the Holder as the Holder may from time to time
designate.
7.
Computations and
Payments . All payments of interest
under this Note shall be computed on the basis of a 360-day year
factor applied to the actual number of days elapsed. If the
date for a payment under this Note shall be a day that is not a
business day, then for all purposes of this Note, the payment then
due shall be made on the next business day, and such extension of
time shall in each case be included in any computation of payments
of interest. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation)
reasonable
attorneys’ fees,
then to the payment in full of any late charges, then to the
payment in full of accrued, unpaid interest and finally to the
reduction of the unpaid principal balance of this Note.
8.
Default
.
The occurrence of
any one or more of the following shall constitute a default (an
“ Event of Default ”) under this
Note:
(a)
Any representation or
warranty made or deemed made by the Maker herein or in any of
the other Loan Documents (as defined in the Agreement), or in any
certificate or report furnished by the Maker at any time to the
Holder, shall prove to have been incorrect, incomplete or
misleading in any material respect on or as of the date made or
deemed made; or
(b)
The Maker shall fail to
pay, when due, any principal of or interest on the Note, or to pay
when due any other sum payable under the Agreement and the same is
not paid within 3 days after written notice from Holder;
or
(c)
Any default by the Maker
under any Indebtedness (as defined in the Agreement) or other
obligation to the Holder which is not cured within any grace
periods provided thereunder; or
(d)
The Maker shall default
in any material respect in the performance of any agreement,
covenant or obligation contained herein or in any of the other Loan
Documents if the default continues for a period of 3 days after
notice of default to the Maker by the Holder; or
(e)
Final judgment for the
payment of money in an amount in excess of $10,000 shall be
rendered against the Maker and the same shall remain undischarged
for a period of 3 days, during which period execution shall not
effectively be stayed, provided the Maker will have the right to
contest in good faith by appropriate proceedings and provided the
Maker shall have set aside on its books adequate reserves for
payment of such money; or
(f)
The
