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NANOSENSORS, INC. SENIOR PROMISSORY NOTE

Promissory Note

NANOSENSORS, INC. 

 

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This Promissory Note involves

NANOSENSORS INC

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Title: NANOSENSORS, INC. SENIOR PROMISSORY NOTE
Governing Law: New York     Date: 9/22/2008
Industry: Electronic Instr. and Controls     Sector: Technology

NANOSENSORS, INC. 

 

SENIOR PROMISSORY NOTE, Parties: nanosensors inc
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EXHIBIT 10.1

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE.

 

NANOSENSORS, INC.

 

SENIOR PROMISSORY NOTE

 

New York, New York

Issue Date as of: September 16, 2008

 

FOR VALUE RECEIVED, NANOSENSORS, INC., a Nevada corporation (the “ Company ”), hereby unconditionally promises to pay to the order of THE GAMING NETWORK, A. G., a Panamanian corporation having its offices c/o Shirley y Asociados, Edificio ADR, Piso 13, Avenida Samuel Lewis, Obarrio, Panama City, Republic of Panama, or its permitted successors or assigns (the “ Holder ”), the principal sum (“ Principal ”) of THREE HUNDRED THOUSAND DOLLARS   ($300,000.00) , or, if less, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) plus the sum of all Advances (not to exceed $50,000.00),   in the lawful money of the United States of America in immediately available funds, on the date and in the amount set forth in this Senior Promissory Note (this “ Note ”), provided, however, that the aggregate unpaid Principal balance (the “ Principal Balance ”) of this Note shall in all events be due and payable, on April 30, 2009, or, if earlier, upon (i) the thirtieth day after the occurrence of an Acceleration Event or (ii) the occurrence of an Event of Default (the “ Maturity Date ”). All Advances and all payments made on account of the principal thereof shall be endorsed by the Holder on the grid attached hereto, which is part of this Promissory Note.

 

The Company also promises to pay interest (computed on the basis of a 365-day year for actual days elapsed) at said office in like money on the unpaid principal amount of this Note from time to time outstanding at a rate of five percent (5%) per annum simple interest (“ Interest ”). Interest on this Note shall be payable on the Maturity Date, except as provided in Section 4(c).

 

The Company further agrees that upon and following an Event of Default (as defined herein) and/or after any stated or any accelerated maturity of the indebtedness evidenced hereby, the aggregate Principal Balance of this Note shall bear Interest (computed daily) at a rate equal to five percent (5%) per annum in excess of the rate then applicable to this Note, payable on demand (“ Default Interest Rate ”). In no event shall Interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law. If any payment to be so made hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and to the extent permitted by applicable law, interest thereon shall be payable at the then applicable rate during such extension.

 

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All payments hereunder shall be made to the Holder unconditionally in full without set-off, counterclaim or, to the extent permitted by applicable law, other defense, and free and clear of, and without reduction for or on account of, any present and future taxes or withholdings, and all liabilities with respect thereto.

 

All payments shall be made by wire transfer to an account or accounts designated by Holder which shall provide federal wire transfer instructions to the Company.

 

The following additional terms shall apply to this Note:

 

1.       DEFINITIONS .

 

Advance ” means an advance of money made by the Holder to the Company

 

Business Day ” means any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange is closed or on which banks are authorized by law to close in New York, New York.

 

Governmental Authority ” means any nation or government, any state, provincial or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation any stock exchange, securities market or self-regulatory organization.

 

Letter of Intent ” means Letter of Intent, dated May 9, 2008, between the Company and The Gaming Network, A. G., a Panamanian corporation, as amended and extended.

 

Liquidation Event ” means the (i) institution of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company, or to its creditors, as such, or to its assets; or (ii) the liquidation, dissolution or other winding up of the Company, whether voluntary (including without limitation by a vote or action of the Board of Directors of the Company) or involuntary and whether or not involving insolvency or bankruptcy proceedings; (iii) any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company; (iv) the admission, in writing, by the Company of its inability to pay its debts as such debts become due or the failure of the Company generally to pay its debts as they come due; or (v) the Company fails to pay the Principal or Interest or any other amounts payable under this Promissory Note when the same becomes due and payable.

 

Merger Agreement ” means the Merger Agreement contemplated by and as defined in the Letter of Intent.

 

Person ” means any individual, corporation, trust, association, company, partnership, joint venture, limited liability company, joint stock company, Governmental Authority or other entity.

 

All definitions contained in this Promissory Note are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similar import referring to this Promissory Note refer to this Promissory Note as a whole and not to any particular provision of this Promissory Note.

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2.       INTEREST.

 

(a)   The Holder shall be entitled to receive Interest in cash at the annual rate of 5.0% simple interest per annum payable on the Maturity Date.

 

(b) All payments made by the Company on this Promissory Note shall be applied first to the payment of accrued and unpaid Interest on this Promissory Note and then to the reduction of the unpaid Principal amount of this Promissory Note. Payments of Principal and Interest shall be deemed made on the date such payment is received in an account or accoun


 
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