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$1,500,000.00
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July 17, 2009
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FOR VALUE
RECEIVED, ASSURANCEAMERICA CORPORATION, a Nevada corporation
(the “Borrower”) hereby promises to pay to WACHOVIA
BANK, NATIONAL ASSOCIATION (the “Lender”), in
accordance with the provisions of the Loan Agreement (as
hereinafter defined), the principal amount of ONE MILLION FIVE
HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($1,500,000.00), or
such lesser principal amount outstanding under the revolving loan
(the “Loan”) made by Lender to Borrower under that
certain Loan Agreement, dated as of even date herewith (as amended,
restated, extended, supplemented or otherwise modified in writing
from time to time, the “Loan Agreement”; the terms
defined therein being used herein as therein defined), between
Borrower and Lender.
1. Borrower
promises to pay principal and interest on the unpaid principal
amount of the Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as
provided in the Loan Agreement. All payments of principal and
interest shall be made to Lender in U.S. Dollars in immediately
available funds at Lender’s office as set forth in the Loan
Agreement. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest, to be paid upon demand,
from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate
set forth in the Loan Agreement.
2. This Note
is the “Note” defined in the Loan Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in
part subject to the terms and conditions provided therein. This
Note is also entitled to the collateral security, guarantees and
other benefits of the other Loan Documents. Upon the occurrence and
continuation of one or more of the “Events of Default”
defined in the Loan Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due
and payable all as provided in the Loan Agreement. The Loan made by
Lender may be evidenced by one or more loan accounts or records
maintained by Lender in the ordinary course of business. Lender may
also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loan and payments with respect
thereto.
3. Borrower,
for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.
4. No waiver,
amendment or modification of any provision of this Note shall be
valid unless in writing and signed by Borrower and an officer of
Lender. No waiver by Lender of any Event of Default shall operate
as a waiver of any other Event of Default or of the same Event of
Default on a future occasion. All rights of Lender hereunder are
freely assignable, in whole or in part, and shall inure to the
benefit of and be enforceable by Lender, its successors, assigns
and affiliates; provided, however, so long as no Event of Default
has occurred and is continuing, Lender may not assign the Loan and
this Note to another party (other than to an affiliate of Lender)
without the Borrower’s prior written consent, which consent
shall not be unreasonably withheld or delayed. Borrower shall
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