Exhibit 10.18
PROMISSORY
NOTE
$110,000.00
June 26,
2009
FOR VALUE
RECEIVED, the undersigned, DPMG INC., a Delaware corporation (the
“Maker”), hereby promises to pay to the order of NEWCO
XXV, INC., a Delaware corporation (“Payee”), at its
offices at 2817 Crain Highway, Upper Marlboro, Maryland 20074 in
lawful money of the United States of America, the principal sum of
Four Hundred Thousand and No/100 Dollars ($400,000.00), together
with interest on the principal as herein specified.
As used in this
Note, the following terms shall have the respective meanings
indicated below:
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“Affiliate” shall mean any person or
entity which controls, is controlled by or is under common control
with the Maker. For purposes of this Note, control means
the power to direct, or cause the direction of the management of
any person or entity.
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“Loan
Interest Rate” means 10% per annum, compounded
annually.
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“Maturity
Date” means November 1, 2010.
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“Maximum
Rate” means the maximum rate of non-usurious interest
permitted by applicable law and calculated after taking into
account any and all relevant fees, payments, and other charges in
respect of this Note which are deemed to be interest under
applicable law.
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The principal
hereof shall bear interest at a rate per annum which shall be equal
to the lesser of (a) the Maximum Rate, or (b) the Loan Interest
Rate. All payments made pursuant to this Note shall be
applied to the payment of any costs and expenses of any holder due
such holder hereunder, then to accrued interest, to the extent such
exists, and then to the payment of principal.
All principal and accrued interest and other
amounts due hereunder shall be paid in full on or prior to the
Maturity Date. The Note may be prepaid in whole or in
part, without penalty, and such prepayment shall be allocated and
applied as set forth in the immediately preceding
paragraph.
Notwithstanding
anything to the contrary contained herein, no provisions of this
Note shall require the payment or permit the collection of interest
in excess of the Maximum Rate. If any excess of interest
in such respect is herein provided for, or shall be adjudicated to
be so provided, in this Note or otherwise in connection with this
loan transaction, the provisions of this paragraph shall govern and
prevail, and neither Maker nor the sureties, guarantors, successors
or assigns of Maker shall be obligated to pay the excess amount of
such interest, or any other excess sum paid for the use,
forbearance or detention of sums loaned pursuant
hereto. If, for any reason, interest in excess of the
Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied
as a payment and reduction of the principal of indebtedness
evidenced by this Note; and, if the principal amount hereof has
been paid in full, any remaining excess shall forthwith be paid to
Maker. In determining whether or not the interest paid
or payable exceeds the Maximum Rate, Maker and Payee shall, to the
extent permitted by applicable law, (i) characterize any
non-principal payment as an expense, fee, or premium rather than as
interest, (ii) exclude voluntary prepayments and the effects
thereof, and (iii) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of i
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