Chicago, Illinois
Date: December 31, 2008
FOR VALUE RECEIVED , the undersigned, VALKRE SOLUTIONS, INC.
(“Borrower”), hereby promises to pay to the order of
TECHNOLOGY SOLUTIONS COMPANY, a Delaware corporation or its assigns
(“Lender”), in lawful money of the United States of
America constituting legal tender in payment of all debts and dues,
public and private, the principal amount of Two Hundred Seventy
Thousand and 00/100 Dollars ($270,000.00), together with interest
of one and thirty-six one-hundredths percent (1.36%) per annum on
the unpaid principal, the agreed to short term applicable federal
rate as published by the Internal Revenue Service for avoidance of
imputed interest, compounded annually, which shall be payable and
calculated as follows:
1. Capitalized Terms . Capitalized
terms used herein and not otherwise defined shall have the meaning
set forth in that certain Asset Purchase Agreement between Lender
and Borrower effective as of December 31, 2008 (the
“Asset Purchase Agreement”) if defined
therein.
2. Payment of Principal and
Interest . Payments of principal and interest on this Senior
Promissory Note shall be due and payable in two
(2) installments of principal and interest, described below as
First Payment and Second Payment, respectively. The first payment
shall be made on the date three (3) months following the Asset
Purchase Agreement date. The balance of the principal and all
remaining accrued and unpaid interest on this Senior Promissory
Note and all charges hereunder shall be due and payable in full six
(6) months following the Asset Purchase Agreement:
First
Payment of One Hundred
Thirty-Five Thousand Nine Hundred Eighteen Dollars and NO/100,
($135,918.00), due March 31, 2009;
Second
Payment of One Hundred
Thirty-Five Thousand Nine Hundred Eighteen Dollars and NO/100,
($135,918.00), due June 30, 2009;
3. Accelerated Payment of Principal and
Interest .
(a) This Senior Promissory Note may be
prepaid in whole or in part at any time without penalty, provided
that any partial prepayment shall be accompanied by an amount equal
to all accrued interest and other charges on the amount so paid.
All payments shall be applied first to interest and other charges
owing hereunder and then to principal;
(b) Payment on this Senior Promissory Note
shall be accelerated in whole or in part if Borrower signs client
contracts in excess of One Million and NO/100 Dollars ($1,000,000)
between the date hereof and the above scheduled Payments dates. In
the event of such client contracts being signed, Lender and
Borrower will review such contracts and mutually agree to
reasonable accelerated payment terms.
4. Interest . Interest shall be
calculated on the basis of a 365 day year and actual days
elapsed, beginning on the date of this Senior Promissory Note. In
no event shall the rate of interest calculated under this Senior
Promissory Note exceed the maximum rate allowed by law, and in the
event the stated rate of interest shall exceed the rate allowed by
law, then such rate shall be adjusted to the maximum rate allowed
by law.
5. Events of Default . Upon the
occurrence of any one or more of the following events
(“Events of D
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