THIS
PROMISSORY NOTE REPLACES AND SUPERCEDES A PRIOR PROMISSORY NOTE,
DATED JUNE 14, 2007 (AS AMENDED), AND SHALL NOT BE CONSTRUED AS A
NOVATION OR REPAYMENT AND REISSUE OF NEW INDEBTEDNESS FOR ANY
EXISTING INDEBTEDNESS
NOTE
FOR VALUE RECEIVED, the undersigned,
SUPERVILLAIN STUDIOS, LLC ("Maker"), promises to
pay to TSC GAMES, INC. (f/k/a SUPERVILLAIN
STUDIOS, INC.), having an address at 3951 South Plaza
Drive, Suite 220, Santa Ana, CA 92704 ("Payee"), the principal sum
of TWO MILLION ONE HUNDRED THOUSAND ($2,100,000.00) DOLLARS,
together with interest on the outstanding balance hereof before and
after maturity, at the rate of Five (5%) percent per annum (the
"Rate") until this Note shall have been fully paid, all as
hereinafter provided. Interest shall be payable in arrears on the
unpaid balance hereof at the Rate aforesaid, calculated based on a
year of three hundred sixty (360) days but for the actual number of
days elapsed.
On the date which is the earlier of (i) December
14, 2008, or (ii) the date of the consummation by Green Screen
Interactive Software, LLC (i.e., Maker's parent) of a one or more
rounds of equity financing such that the aggregate amount of
financing is 531.000.000 or more, Maker shall make a principal
payment in the amount of Two Hundred and Fifty Thousand
($250,000.00) and shah pay to Payee all then accrued but unpaid
interest hereunder.
On December 14, 2008 Maker shall make a
principal payment in the amount of Two Hundred and Fifty Thousand
($250,000.00) and shall pay to Payee all then accrued but unpaid
interest hereunder.
On September 1, 2009 Maker sha
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