EXHIBIT 10.2
PROMISSORY NOTE
$_______________
________________, 2008
FOR VALUE RECEIVED, ____________________, hereinafter the
"Obligor," promises to pay to OASIS ONLINE TECHNOLOGIES CORP, a
Minnesota corporation ("OASIS"), the principal sum of
______________________ ($_____________) payable in _______ monthly
installments, due on the 1st of each month and with the first
installment due on ______________ (the "Due Dates"). No payments
shall be due prior to the Due Dates. All payments pursuant to this
Note shall be paid in lawful money of the United States at the
principal office of OASIS or at such other place as OASIS may
designate in writing.
This Promissory Note is given as payment for the purchase, pursuant
to a Stock Subscription Agreement dated of even date herewith, of
________________ shares of Common Stock of OASIS. This Note is
secured by a pledge of the Shares, but is otherwise non-recourse
against the Obligor.
This Note may not be assigned, nor the securities underlying this
Note transferred, by OASIS.
Without affecting the liability of any maker, endorser or
guarantor, OASIS may, without notice, renew or extend the time for
payment or accept partial payments. Any maker, endorser or
guarantor hereby waives presentment, demand, protest or notice of
intention to accelerate.
IN WITNESS WHEREOF, the Obligor has caused this Note to be executed
effective as of the date and year first above written.
_________________________________
(Obligor Signature)
STOCK PLEDGE AGREEMENT
THIS AGREEMENT is made as of this ____ day of ____________, 2008,
by and between Oasis Online Technologies Corp, hereinafter referred
to as "Secured Party" and __________________, hereinafter referred
to as "Debtor".
IN CONSIDERATION of the mutual covenants and promises herein
contained, the Secured Party and Debtor agree:
1) SECURITY INTEREST. For value received, Debtor hereby grants
Secured Party a security interest in _____________ of his shares of
Common Stock of Secured Party, (the shares hereinafter referred to
as the "Shares"), together with all rights related thereto.
2) OBLIGATION SECURED. The Shares shall secure payment of the
indebtedness and obligations of Debtor (the "Indebtedness") under
the certain Stock Subscription Agreement of the ______ day of
________________, 2008, by and between the parties hereto (the
"Agreement") and the certain Note (the "Note") of the _____ day of
____________, 2008, issued by Debtor to Secured Party.
3) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Debtor represents,
warrants and agrees that:
(a) Debtor will deliver to Secured Party such certificate(s)
representing the Shares, along with duly executed stock powers, in
blank.
(b) Debtor is the owner of the Shares free and clear of all liens,
encumbrances, security interests, restrictions on transfer and
other restrictions, except this security interest.
(c) Debtor will keep the Shares free and clear of all liens,
encumbrances, security interests and restrictions, except this
security interest, will defend the Shares against all claims and
demands of anyone other than Secured Party, and will not sell or
otherwise dispose of the Shares or any interest therein.
(d) Debtor will pay, when due, all taxes and other governmental
charges levied or assessed upon or against any Shares.
(e) Debtor will deliver to Secured Party in pledge as additional
security any securities distributed on accou
