COMMERCIAL TERM PROMISSORY
NOTE
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March 31, 2009
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Boca Raton, Florida
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1. For
value received, the undersigned, BONDS.COM GROUP, INC., a
Delaware corporation with an address at 1515 South Federal Highway,
Suite 212, Boca Raton, Florida 33432 (the “
Maker ”), promises to pay to MBRO CAPITAL, LLC
, a Connecticut limited liability company (the
“ Lender ”), or order, at its office at 991
Ponus Ridge, New Canaan, Connecticut 06840, or at such other place
as the holder hereof (including the Lender, hereinafter referred to
as the “ Holder ”), may designate, the principal
sum of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) , in
lawful money of the United States of America in immediately
available funds without counterclaim or setoff and free and clear
of, and without any deduction or withholding for, any taxes or
other payments, together with interest on the unpaid balance of
this Note, beginning on the date hereof, before maturity, default
or judgment, at an annual fixed interest rate of fifteen percent
(15.0%) (the “ Note Rate ”) together with all
taxes levied or assessed against the Holder on this Note or the
debt evidenced hereby, and together with all costs, expenses,
reasonable attorneys’ and professionals’ fees incurred
in any action to collect the indebtedness of this Note, to
foreclose any security agreement securing the indebtedness of this
Note, or in protecting or sustaining the lien of any security
agreement, or in any litigation or controversy arising from or
connected with this Note or any security agreement or other
agreement securing the indebtedness of this Note.
2. All
capitalized terms used herein and not defined herein shall have the
meanings specified in the Commercial Term Loan Agreement between
the Maker and the Lender of even date herewith (the “ Loan
Agreement ”).
3. Interest
shall be computed daily on the basis of a 360-day year and the
actual days elapsed, together with all taxes levied or assessed
against the Holder on this Note or the debt evidenced hereby, and
together with all costs, expenses, attorneys’ and
professionals’ fees incurred in any action to collect the
indebtedness of this Note, to foreclose any mortgage or security
agreement securing the indebtedness of this Note, or in protecting
or sustaining the lien of any mortgage or any security agreement,
or in any litigation or controversy arising from or connected with
this Note or any mortgage, security agreement or other agreement
securing the indebtedness of this Note.
4. The
indebtedness of this Note, if not sooner paid, shall be due and
payable in full on March 31, 2010 (the “ Maturity Date
”).
5. The
Maker may prepay the principal and interest due hereunder without
penalty or premium.
6. If
this Note or any payment hereunder becomes due on a day which is
not a Business Day (as defined in the Commercial Term Loan
Agreement), the due date of this Note or payment shall be extended
to the next succeeding Business Day and such extension of time
shall be included in computing interest and fees in connection with
such payment.
7. The
Maker agrees that if the Maker (i) shall fail to make payments
required under this Note when due; or (ii) an Event of Default
shall have occurred under the Loan Agreement (each an “
Event of Default ”) then, upon the occurrence of an
Event of Default, the entire indebtedness with accrued interest
thereon due under this Note shall, at the option of the Holder,
accelerate and become immediately due and payable without
notice. The failure of the Holder to exercise such
option shall not constitute a waiver of its right to exercise the
same upon the occurrence of any subsequent Event of
Default.
8. The
Maker agrees that upon the occurrence of an Event of Default, after
judgment or on t
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