SECURED NON-NEGOTIABLE
NON-INTEREST BEARING INSTALLMENT PROMISSORY NOTE
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August 28, 2009
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$225,000.00
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For value received, the undersigned IP Global
Investors Ltd. (the “Maker”), promises to pay to DANIEL
KLAUS, an individual with an address c/o Music Nation LLC, 455
Broadway, New York, New York 10013 (the “Payee”), in
lawful money of the United States, the principal sum of TWO HUNDRED
AND TWENTY FIVE THOUSAND DOLLARS ($225,000) as
follows: This Note shall not bear interest.
1.
Payments . This Note shall be paid in five (5)
equal installments of FORTY FIVE THOUSAND DOLLARS ($45,000) each
(each an “Installment” and collectively the
“Installments”). Each Installment shall be
paid on or before the last calendar day of each successive month,
commencing August 31, 2009 and ending December 31,
2009. All Installments are to be made by wire transfer
of immediately available funds to accounts designated by Payee.
Without affecting the liability of Maker, Payee may, without
notice, renew or extend the time for payment or accept partial
payments. Maker hereby waives presentment, demand,
protest or notice of intention to accelerate.
2.
Security . Maker’s obligations under this
Note are secured by a pledge and assignment to Payee of
up to 1,000,000 Founders Shares of FUND.COM, INC. formerly owned
by Payee and sold to Maker pursuant to a Stock Purchase,
Stock Redemption and Option Agreement dated of even date herewith
(the “Agreement”); which pledge and assignment is
evidenced by a Pledge Agreement, dated of even date between Maker
and Payee (the “Pledge Agreement”). All of
the terms and conditions of the Agreement are incorporated herein
by this reference, and all capitalized terms not separately defined
in this Note shall have the same meanings as defined in the
Agreement.
3.
Amendment and Governing Law . This Note shall not
be extended, discharged, terminated or modified orally or by any
act or failure to act on the part of Maker or Payee but only by an
agreement in writing intended for that specific purpose and signed
by the party against whom enforcement of any modification,
termination, discharge or extension is
sought. This Note shall be governed by and construed,
interpreted and enforced in accordance with the internal law of the
State of New York, without regard to principles of conflict of
laws.
4.
Event of Default . An “Event of
Default” shall exist if any of the following conditions or
events shall occur and be continuing:
a. Maker
shall fail to pay in full any Installment within thirty (30)
calendar days after the due date of such Installment;
b. Maker
defaults in the performance of or compliance with its Obligations
under the Pledge Agreement and such default has not been cured
for
