THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER SAID ACT OR AN AVAILABLE EXEMPTION FROM
REGISTRATION.
NUMOBILE, INC.
PROMISSORY NOTE
FOR VALUE RECEIVED, NuMobile, Inc. , a Nevada
corporation (the “ Borrower ”) promises
to pay to Thomas
George (“ Lender ”), or its
registered assigns, in lawful money of the United States of America
the principal sum of Sixteen Thousand Forty-Eight and 48/100
Dollars ($16,048.48), or such lesser amount as shall equal the
outstanding principal amount hereof, together with interest from
the date of this Note on the unpaid principal balance at a rate
equal to eight percent (8%) per annum, computed on the basis of the
actual number of days elapsed and a year of 365
days. All unpaid principal, together with any then
unpaid and accrued interest and other amounts payable hereunder,
shall be due and payable on the earlier of (i) December 31,
2011 (the “ Maturity Date ”), or
(ii) when, upon or after the occurrence of an Event of Default
(as defined below), such amounts are declared due and payable by
Lender or made automatically due and payable in accordance with the
terms hereof.
The following is a statement of the rights of
Lender and the conditions to which this Note is subject, and to
which Lender, by the acceptance of this Note, agrees:
1.
Definitions . As used in this Note, the following
capitalized terms have the following meanings:
(a) the
“ Borrower ” includes the corporation
initially executing this Note and any Person which shall succeed to
or assume the obligations of the Borrower under this
Note.
(b) “
Event of Default ” has the meaning given in
Section 3 hereof.
(c) “
Lender ” shall mean the Person specified in the
introductory paragraph of this Note or any Person who shall at the
time be the registered holder of this Note.
(d) “
Obligations ” shall mean and include all
principal, interest and obligations, howsoever arising, owed by the
Borrower to Lender, now existing or hereafter arising under or
pursuant to the terms of this Note.
(e) “
Person ” shall mean and include an individual,
a partnership, a corporation (including a business trust), a joint
stock company, a limited liability company, an unincorporated
association, a joint venture or other entity or a governmental
authority.
(f) “
Securities Act ” shall mean the Securities Act
of 1933, as amended.
(g) “
Transaction Documents ” shall mean this
Note.
2.
Prepayment . Upon ten (10) days prior written
notice to Lender, the Borrower may prepay this Note in whole or in
part; provided that any such prepayment will be applied first to
the payment of expenses due under this Note, second to interest
accrued on this Note and third, if the amount of prepayment exceeds
the amount of all such expenses and accrued interest, to the
payment of principal of this Note.
3. Events
of Default . The occurrence of any of the following
shall constitute an “ Event of Default ”
under this Note and the other Transaction Documents:
(a)
Failure to Pay . The Borrower shall fail to pay
(i) when due any principal or interest payment on the due date
hereunder or (ii) any other payment required under the terms
of this Note on the date due and such payment shall not have been
made within five (5) days of the Borrower’s receipt of
Lender’s written notice to the Borrower of such failure to
pay; or
(b)
Voluntary Bankruptcy or Insolvency Proceedings .
The Borrower shall (i) apply for or consent to
the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property,
(ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general
assignment for the benefit of its or any of its creditors,
(iv) be dissolved or liquidated, (v) become insolvent (as
such term may be defined or interpreted under any applicable
statute), (vi) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or consent to any such
relief or to the appointment of or taking possession of its
property by any official in an involuntary case or other proceeding
commenced against it, or (vii) take any action for the purpose
of effecting any of the foregoing; or
(c)
Involuntary Bankruptcy or Insolvency Proceedings.
Proceedings for the appointment of a receiver, trustee, liquidator
or custodian of the Borrower or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to
the Borrower or the debts thereof under any bankruptcy, insolvency
or other similar law now or hereafter in effect shall be commenced
and an order for relief entered or such proceeding shall not be
dismissed or discharged within 30 days of commencement.
4. Rights
of Lender upon Default . Upon the occ