Exhibit 10.4
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PROMISSORY NOTE
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PRINCIPAL
AMOUNT :
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$100,000.00
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INTEREST
RATE :
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10.00%
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BORROWER
:
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ETHOS
ENVIRONMENTAL, INC.
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LENDER
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MKM
OPPORTUNITY MASTER FUND, LIMITED
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DUE
DATE :
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ON OR
BEFORE THE 30 DAY ANNIVERSARY HEREOF
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PAYMENT
:
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$100,000
AND ANY ACCRUED INTEREST SHALL BE DUE BY 5:00PM PACIFIC TIME ON OR
BEFORE THE DUE DATE
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1.
Principal Repayment
. For value received, Borrower hereby promises to pay to
Lender the principal amount of $100,000 with 10% simple interest
thereon.
2.
Payment Terms
. Borrower shall pay the principal as follows:
(a)
Initial Payment
. Lender shall pay Borrower an single payment of $100,000 on the
date of execution hereof; and,
(b)
Balloon Payment
. The Borrower shall repay the Principal amount plus the accrued
interest, less the initial payment, on or before the 30
th day anniversary of the date of execution of this
Note.
3.
Default
. Borrower will be in default if any of the following
occur:
(a)
Borrower breaks any promise Borrower has made to Lender in this
Note or Borrower fails to perform promptly at the time and strictly
in the manner provided in this Note;
(b)
Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf in connection with this Note is
false or misleading in any material respect; or,
(c)
A receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower
under any Bankruptcy or insolvency laws seeking the liquidation or
reorganization of Borrower and such proceeding is not dismissed
within 60 days after such filing.
4.
Borrower’s Right to Prepay
. Borrower may pay without penalty, all or a portion of the
amount owed earlier that it is due. Any prepayment shall be first
applied against any accrued and unpaid interest and then to reduce
the amount of principal due under this Note.
5.
Waiver of Demand, Presentment, etc
. The Borrower hereby expressly waives demand and presentment for
payment, notice of nonpayment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate,
bringing of suit and diligence in taking any action to collect
amounts called for hereunder and shall be directly and primarily
liable for the payment of all sums owing and to be owing hereunder,
regardless of and without any notice, diligence, act or omission as
or with respect to the collection of any amount called for
hereunder.
6.
Payment
. Except as otherwise provided for herein, all payments with
respect to this Note shall be made in lawful currency of the United
States of America by check or wire transfer of immediately
available f
