Exhibit 4.01
EXHIBIT A
PROMISSORY NOTE
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Tampa, Florida
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June 17, 2009
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FOR VALUE
RECEIVED, The WEB Channel Network, Inc., a Florida corporation (
“Borrower” ), hereby agrees to pay to The
WEB Channel Network, LLC. ( “Holder” ),
at 19901 Arbor Path, Lutz, Florida 33559 or at such other place as
the Holder may designate in writing from time to time, the
principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000), together
with interest on the principal balance of this obligation from time
to time remaining unpaid, at the rate and at the times provided in
this Promissory Note ( “this Note”
). All payments required by this Note must be by legal
tender of the United States of America.
1.
Interest . The outstanding principal
amount of this Note shall bear interest beginning on the date of
this Note at a rate equal to eight percent (8%) per annum,
calculated on a non-compounded simple rate basis, using a 365-day
year, for the actual number of days elapsed through the actual
payment date. Interest shall accrue and be paid at
maturity with the principal balance. Notwithstanding
anything contained herein, from and after the occurrence and during
the continuance of an Event of Default pursuant to Section 5 below,
this Note shall bear interest on the due and unpaid principal
amount at the default rate (the “Default
Rate” ) equal to the twelve percent (12%) per
annum.
2.
Security . This Note is secured by
certain assets of Borrower pursuant to a Security Agreement of even
date herewith between Borrower and Holder.
3.
Method of Repayment . The total amount
of this Note shall be paid in five annual and equal principal
payments of $100,000 plus accrued interest on the anniversary dates
of this Note.
4.
Prepayments . This Note may be prepaid
at Borrower’s option without the consent of the Holder,
either in whole or in part, at any time and from time to time
without premium or penalty.
5.
Events of Default . For purposes
of this Note, an “Event of Default”
is: (i) a failure to pay any portion of the
principal amount or interest on this Note when due; (ii) any
event or condition shall occur which (A) results in the
acceleration of the maturity of any long-term debt (other than this
Note), equipment lease line, or real estate lease of Borrower, or
(B) enables (or, with the giving of notice or lapse of time
or both, would enable) the holder of such long-term debt, equipment
lease line, or real estate lease, or any or person acting on such
holder’s behalf, to accelerate the maturity thereof;
(iii) admission by the Borrower of its inability to pay its
debts generally as they become due or otherwise acknowledges its
insolvency; (iv) the filing of a petition in bankruptcy by
the Borrower or the execution by the Borrower of a general
assignment for the benefit of creditors; (v) the filing
against the Borrower of a petition in bankruptcy or a petition for
relief under the provisions of the federal bankruptcy code or
another state or federal law for the relief of debtors and the
continuation of such petition without dismissal for a period of
ninety (90) days or more; (vi) the Borrower’s ceasing
to carry on business; (vii) the sale, transfer, or other
disposition of all or substantially all of the assets of the
Borrower or a merger, acquisition, consolidation or similar
transact
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