Exhibit 10.1
DEMAND PROMMISORY NOTE
March 25, 2009
FOR
VALUE RECEIVED, Immediatek, Inc, a Nevada corporation (“
Borrower ”), promises to pay to the order of Radical
Holdings LP, a Texas limited partnership (“ Lender
”), the principal sum of SEVEN HUNDRED FIFTY THOUSAND and
NO/100 DOLLARS ($750,000), or such lesser or greater amount that
may be outstanding or advanced under this Note, at 5424 Deloache
Avenue, Dallas, Texas 75220, or such other place as Lender may
designate, from time to time, in writing, in lawful money of the
United States of America and in immediately available funds,
together with interest on the unpaid principal balance hereof at
the rate provided herein from the date hereof until payment in full
of the indebtedness advanced under this Note.
1. Interest Rate . The unpaid
principal amount hereunder from time to time outstanding from the
date hereof until payment in full of the indebtedness advanced
under this Note shall bear interest, calculated on the basis of a
365-day year, at a rate per annum equal to three percent
(3%).
2. Payment of Principal and
Interest . This Note and all accrued and unpaid interest shall
be paid on the date which is 30 days after the date of demand
by the Lender or if no such demand is received prior to
February 23, 2010 this Note and all accrued and unpaid
interest shall be due and payable in one lump sum on March 24,
2010 (the “ Maturity Date ”). Any payment made
under this Note shall be applied first to interest accrued and
unpaid on the outstanding principal balance as of such date of
payment and then to the outstanding principal balance due
hereunder. If any required payment falls due on a Saturday, Sunday
or a national or state bank holiday in Texas, then such date shall
be extended to the next succeeding day that is not a Saturday,
Sunday or national or state bank holiday in Texas. This Note may be
prepaid in whole or in part without premium or penalty at any
time.
3. Events of Default . An event of
default (“ Event of Default ”) shall exist
if:
(a) Borrower shall fail to pay any
principal of, or any interest on, this Note or any other amount
payable under this Note, when and as the same shall become due and
payable; or
(b) an involuntary proceeding shall be
commenced, or an involuntary petition shall be filed, seeking (i)
liquidation, reorganization or other relief in respect of Borrower
or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or
similar official for Borrower or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall
continue undismissed for 120 days or an order or decree
approving or ordering any of the foregoing shall be entered;
or
1
6
(c) Borrower shall (i) voluntarily
commence any proceeding, or file any petition, seeking liquidation,
reorganization or other relief under any federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) apply for, or consent to, the
appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Borrower or for a substantial
part of its assets, (iii) file an answer admitting the
material allegations of a petition filed against it in any such
proceeding, (iv) make a general assignment for the benefit of
creditors, or (v) take any action for the purpose of effecting
any of the foregoing; or
(d) Borrower shall be dissolved.
4. Remedies Upon an Event of
Default .
(a) Acceleration .
(i) If an Event of Default described in
paragraphs (b) or (c) of Section 3 hereof
shall occur, this Note and the obligation to pay the principal and
accrued interest hereunder shall automatically become immediately
due and payable without any action or notice on the part of the
Lender.
(ii) If an Event of Default described in
paragraphs (a) or (d) of Section 3 hereof
has occurred, and at any time thereafter during the continuance of
such event, Lender may declare the then outstanding amounts
hereunder to be due and payable in whole (or in part, in which case
any principal not so declared to be due and payable may
the
