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Exhibit 10.1
THIS REVOLVING PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT.
______________________________________________________________________________
$500,000 As
of July 11, 2008
Scottsdale,
Arizona
REVOLVING PROMISSORY NOTE
In
consideration of such advances (hereinafter “
Advance ” or
“ Advances ”)
as Mongsource
USA LLC , an Arizona Limited Liability Company, or its
assigns (collectively, “ Holder ”),
from time to time may make hereon to or for the benefit of
MOBILE
NATION, INC. , a Nevada corporation (the “
Company ”),
at the Company’s offices at 7377East Doubletree Ranch
Road, Suite 295, Scottsdale, AZ 85258, or at such other place
as the parties may mutually agree, pursuant to the Revolving
Credit Commitment, as defined below, up to the maximum
aggregate principal amount of Five Hundred Thousand U.S.
Dollars ($500,000) (the “ Maximum Aggregate
Amount ”), the Company hereby promises to pay to
Holder the principal amount of all Advances, together with
accrued interest thereon from the date of such Advances, all
subject to the terms and conditions set forth
below.
1.
Revolving Credit Commitment .
1.1
Advances . The Holder agrees to make Advances to
the Company from time to time during the Revolving Credit
Commitment Period, as defined below, in an aggregate principal
amount at any one time outstanding which does not exceed the
Maximum Aggregate Amount (the “ Revolving Credit
Commitment ”). During the Revolving Credit
Commitment Period, the Company may use the Revolving Credit
Commitment by borrowing, prepaying any Advances in whole or in
part, and re-borrowing, all in accordance with the terms and
conditions hereof.
1.2
Interest
. Interest shall accrue from the date of any
Advances on any principal amount withdrawn, and on accrued and
unpaid interest thereon, at the rate of ten percent (10%) per
annum, compounded annually.
2.
Revolving Credit Commitment Period . The
revolving credit commitment period (the “ Revolving Credit Commitment
Period ”) shall commence as of the date hereof and
shall expire on June 30, 2009 (the “ Expiration Date
”).
3.
Procedure for Revolving Credit Advances .
3.1
The
Company may request Advances under the Revolving Credit Commitment
during the Revolving Credit Commitment Period on any day of the
week, Monday through Friday, 9 a.m. through 5 p.m., Pacific Time,
(hereinafter referred to as any “ Business Day ” or
“ Business
Days ”), provided that the
Company shall give the Holder irrevocable notice (which notice must
be received by the Holder prior to 12:00 Noon, Pacific Time) one
(1) Business Day prior to the requested Advance date, specifying
(i) the amount of the Advance, and (ii) the requested Advance
date. Each Advance under the Revolving Credit Commitment
shall be in an amount equal to $5,000 or a whole multiple of $5,000
in excess thereof. Upon receipt of any such notice from
the Company, the Holder will make the amount of the Advance
available prior to 12:00 Noon, Pacific Time, on the Advance date
requested by the Company in funds immediately available to the
Company.
3.2
The
Holder shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Company to the
Holder resulting from each Advance from time to time, including the
amounts of principal and interest payable and paid to the Holder
from time to time under this Note. The parties
acknowledge and agree that as of the date hereof, an aggregate
principal amount of zero dollars in Advances is
outstanding.
4.
Repayment Procedure .
4.1
General . Repayment on any Advances shall be made
in lawful tender of the United States. Any payments on
this Note made during the Revolving Credit Commitment Period, as
defined below, shall be credited first to any interest due and the
remainder to principal.
4.2
Repayment of Principal and Interest . All
outstanding and unpaid principal, and all outstanding and accrued
unpaid interest, shall become due and payable on and as of the
Expiration Date.
4.3
Optional
Prepayment . The Company may, at any time
and from time to time and without penalty, prepay all or any
portion of the accrued and unpaid interest on this Note and
any outstanding principle amount of this Note.
5.
Transfers
.
5.1
Holder
acknowledges
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