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Exhibit
10.50
PROMISSORY
NOTE
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| BORROWER: |
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Catcher Holdings, Inc.
44084 Riverside
Parkway
Suite 320
Leesburg, VA 20176
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LENDER: |
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Vivato Networks, Inc.
322 NW Sixth Ave Suite
100
Portland OR 97209
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| Maximum
Principal Amount: $1,000,000.00 |
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Initial Interest Rate: 20% |
| Date of
Note: November, 30 2007 |
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1. PROMISE TO PAY. The Borrower
hereby promises to pay to the order of Lender on or before the
Maturity Date, at Lender’s principal place of business, or at
such other place as Lender may direct, the principal sum of One
Million Dollars ($1,000,000.00) or so much thereof as may be
advanced and outstanding, together with all interest accrued on
unpaid principal, to be computed on each Advance from the date of
its disbursement to Borrower, at a rate as provided in
Section 5 below, as provided in the Loan Agreement (as defined
in Section 3 below). The outstanding principal amount of this
Note, together with accrued interest thereon, shall be due and
payable in full on the Maturity Date. The outstanding unpaid
principal balance of this Note at any time shall be the total
principal amounts advanced hereunder by Lender less the amounts of
payments of principal made hereon by Borrower, which balance may be
endorsed hereon from time to time by Lender in accordance with
Section 2.
2. RECORDING ADVANCES .
Lender is authorized to record on Schedule A – Loan
Advances hereto, and on any continuation(s) of such Schedule
that may be attached to this Note: (a) the date and principal
amount of each Advance by Lender under the Loan Agreement; which
recordation will constitute prima facie evidence of the accuracy of
the information so endorsed on Schedule A – Loan
Advances ; provided however, that any failure to record such
information on such Schedule or continuation thereof will not in
any manner affect the obligations of Borrower to make payments of
principal and interest in accordance with the terms of this Note.
Lender will promptly provide Borrower with a copy of each
recordation made by Lender on Schedule A – Loan
Advances attached hereto.
3. PURPOSE. This Note is issued
pursuant to certain transactions referenced in that certain
Business Loan Agreement between Lender and Aequitas Capital
Management, Inc dated November 30, 2007 (the “ Loan
Agreement ”) and is subject to all of the terms thereof.
Capitalized terms used herein which are not otherwise defined, if
any, shall have the meanings ascribed to them in the Loan
Agreement.
4. ADVANCES; RESTRICTIONS. The
outstanding balance of Advances made under this Note may fluctuate
from time to time, to be increased by future Advances which may be
made by Lender and to be decreased by repayments made by Borrower.
Borrower acknowledges and agrees that Lender is under no obligation
to make any Advance hereunder and any Advance shall be in
Lender’s sole and absolute discretion pursuant to the terms
of the Loan Agreement.
5. INTEREST RATE AND PAYMENT.
Interest shall accrue on the unpaid balance of this Note at the
rate of 20% per annum on the unpaid principal balance and
shall be calculated on the basis of a 365-day or 366-day year and
actual days elapsed. NOTICE : Under no circumstances will
the interest rate on this Note be more than the maximum rate
allowed by applicable law.
6. PAYMENT. Borrower will pay
this Note as follows: Borrower will make monthly interest-only
payments on the outstanding balance of the Note commencing one
month after the date of the Note and continuing on the same day of
each month thereafter. At Lender’s option, such payments
shall be made to Lender via an Automated Clearing House
(“ACH”) transfer from Borrower’s checking
account.
7. MATURITY; APPLICATION OF
PAYMENTS. The outstanding principal balance and all accrued and
unpaid interest shall be due and payable on or before
January 30, 2008 (the “ Maturity Date ”),
provided, however, that after the occurrence of an Event of
Default, the outstanding principal and all accrued interest shall
be payable on demand. Unless otherwise agreed or required by
applicable law, payments will be applied first to expenses for
which Borrower is liable hereunder (including unpaid collection
costs and late charges), next to accrued and unpaid interest, and
the balance to principal. In addition, the outstanding principal
balance and all accrued and unpaid interest shall be due and
payable in the event of (1) a sale of all or substantially all
of the assets of Borrower, or (2) the transfer of ownership or
beneficial interest, by merger or otherwise, of 25% or more of the
stock or membership interests of Borrower, other than transfers
between or among the shareholders of Borrower in existence as of
the date of this Agreement.
Page 1 of 5 – PROMISSORY
NOTE
8. FEES AND CHARGES. Borrower
agrees that all loan fees and prepaid finance charges are earned
fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. Except for the foregoing, all
or any portion of this Note may be prepaid at any time. Early
payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower’s obligations to continue to make
payments under the payment schedule. Rather, early payments will
reduce the principal balance due and may result in Borrower’s
making fewer payments. Borrower agrees not to send Lender payments
marked “paid in full”, “without recourse”,
or similar language. If Borrower sends such payment, Lender may
accept it without losing any of Lender’s rights under this
Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that
indicates that payment constitutes “payment in full” of
the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of any disputed amount must be
mailed or delivered to Lender at the address above.
9. a LATE CHARGE. If a payment is
15 days or more late, Borrower will pay to Lender a late charge
equal to the lesser o
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