Exhibit 4.1
PROMISSORY NOTE
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$8,750.00
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January 9, 2009
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FOR
VALUE RECEIVED, and intending to be legally bound, Frezer, Inc.
(the “Maker”), hereby unconditionally and irrevocably
promises to pay to the order of Vero Management, LLC (the
“Payee”), in lawful money of the United States of
America, the sum of eight thousand, seven hundred and fifty dollars
($8,750.00) on such date that the Payee, by delivery of written
notice to the Maker, demands payment of all obligations hereunder,
without presentment for payment, diligence, grace, exhibition of
this Promissory Note, protest, further demand or notice of any
kind, all of which are hereby expressly waived (the “Maturity
Date”).
Interest
shall accrue on the outstanding principal balance of this
Promissory Note on the basis of a 360-day year daily from the date
the Maker receives the funds from the Payee until paid in full at
the rate of five percent (5.0%) per annum, and shall be due and
payable at the Maturity Date, or the prepayment date, if any,
whichever is earlier. This Promissory Note may
be prepaid in whole or in part at any time or from time to time
prior to the Maturity Date.
For
purposes of this Promissory Note, an "Event of Default" shall occur
if the Maker shall: (i) fail to pay the entire principal amount of
this Promissory Note when due and payable, (ii) admit in writing
its inability to pay any of its monetary obligations under this
Promissory Note, (iii) make a general assignment of its assets for
the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors,
including, without limitation, any bankruptcy
proceedings.
In
the event that an Event of Default has occurred, the Payee or any
other holder of this Promissory Note may, by notice to the Maker,
declare this entire Promissory Note to be forthwith immediately due
and payable, without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the
Maker. In the event that an Event of Default consisting
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