EXHIBIT 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE
SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
THIS NOTE MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS
EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAWS.
PRIOR TO ANY REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE, (I)
THE LENDER SHALL PRESENT OR SURRENDER TO THE COMPANY THIS NOTE,
DULY ENDORSED OR ACCOMPANIED BY A WRITTEN INSTRUCTION OF TRANSFER
IN FORM SATISFACTORY TO THE COMPANY DULY EXECUTED BY SUCH LENDER OR
BY HIS ATTORNEY, DULY AUTHORIZED IN WRITING, AND (II) THE LENDER
SHALL PRESENT TO THE COMPANY AN OPINION OF COUNSEL THAT THE
TRANSFER OR EXCHANGE OF THIS NOTE IS BEING MADE IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAWS.
PROMISSORY
NOTE
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$100,000
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Dated:
July 20, 2007
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FOR
VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the
“Company”), hereby promises to pay to
___________________, an individual and resident of the State
of ______________ with a mailing address of
______________________________________, or his assigns (the
“Lender”) the principal amount of One Hundred
Thousand Dollars ($100,00000), together with interest accrued
thereon calculated from the date hereof in accordance with the
provisions of this Note.
Interest
from the date hereof on the principal amount outstanding
hereunder from time to time until maturity, and after the
maturity hereof until paid, shall be payable at a rate of
eight and one-quarter percent (8.25%) per annum. Interest
shall be calculated on a year of 360 days based upon the
actual number of days elapsed.
Except
as otherwise described herein, principal together with all
accrued and unpaid interest thereon shall be payable in a
single installment one hundred and twenty (120) days from the
date of this Note (the “Maturity Date”). Principal
and interest shall be paid in lawful money of the United
States of America in immediately available funds at the
address of the Lender as first set forth above or at such
other place as the Lender may from time to time
designate.
The
unpaid principal balance of this Note may be prepaid in whole
or in part at any time and from time to time without premium
or penalty. Each prepayment amount with respect to this Note
shall be applied first to the principal balance of this Note
and then to the accrued and unpaid interest of this
Note.
If
any payment on this Note shall be due on a Saturday, a Sunday,
or a day which is a legal holiday, the payment shall be made
without default on the next succeeding day which is a business
day, but any interest-bearing portions of the payment shall
continue to accrue interest until payment during the
extension.
Failure
to pay, when due, the principal, any interest or any other sum
payable with respect to the Note, and continuance of the
failure for five (5) business days after the date on which the
principal, installment of interest or other sum is due
(whether upon maturity hereof, upon any prepayment date, upon
acceleration, or otherwise) shall constitute an event of
default (“Event of Default”) with respect to this
Note. Upon an Event of Default, the interest rate payable in
respect of this Note shall increase from the date of the Event
of Default until the earlier of (1) the date all outstanding
amounts of this Note are paid in full and (2) the date on
which such Event of Default shall be satisfied or cured, from
eight and one-quarter percent (8.25%) to ten percent
(10%).
The
Company agrees to pay to the Lender and reimburse the Lender
for any
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