Exhibit
10.2
UNSECURED PROMISSORY
NOTE
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Principal Amount:
$100,000.00
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Issue Date: September 16,
2009
Palm Beach County,
Florida
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FOR VALUE RECEIVED, Hawk
Systems, Inc., a Delaware corporation (the “ Borrower
”), hereby promises to pay to the order of Delilah Holdings,
LLC (the “ Lender ”), located at
________________________________ (Lender and all other or
subsequent holders of this promissory note (the “ Note
”) being sometimes referred to as the “ Holder
”), the principal sum of One Hundred Thousand Dollars
($100,000.00) (the “ Loan ”) together with
interest on the unpaid principal amount until paid in full, upon
the following terms:
1.
Interest
. The aggregate unpaid
principal balance of the Loan shall bear interest at a rate of
twelve percent (12.0%) per annum (non-compounded) calculated on a
365/366 day year, as applicable.
2.
Payment
Terms .
The Borrower agrees to pay the unpaid principal balance of
this Note and all accrued and unpaid interest on the date that is
the earlier of (i) one (1) year from the Issue Date of this Note as
set forth above, or (ii) ten (10) business days from the date of
closing by Borrower of any equity financing in the aggregate of not
less than Seven Hundred Fifty Thousand Dollars ($750,000) (the
“ Maturity Date ”). Borrower may prepay
all or any part of interest or principal at any time without
penalty.
3.
Use of
Proceeds . The Borrower agrees the
proceeds from the issuance of this Note shall be used by the
Borrower in the manner set forth in Appendix A attached
hereto and incorporated by reference.
4.
Event of
Default . The occurrence of any of the
following events of default (“ Event of Default
”) shall, at the option of the Holder hereof, make all sums
of principal and interest then remaining unpaid hereon and all
other amounts payable hereunder immediately due and payable, upon
written demand from Holder, which Event of Default has not been
cured within sixty (60) calendar days of receipt by Borrower of
such written demand:
(a)
Failure to Pay
Principal and Interest . The Borrower fails to pay
the entire principal and any accrued and unpaid interest due
hereunder on the Maturity Date.
(b)
Bankruptcy
. Filing by the Borrower
of a voluntary petition under the United States Bankruptcy Code, or
under any other insolvency act or law, state or federal, now or
hereafter existing; or any action indicating the Borrower’s
consent to, approval of, or acquiescence in, any such petition or
proceeding; or the Borrower’s consent to the appointment of a
receiver or trustee for all or a substantial part of their
respective properties; or the making of an assignment to the
benefit of the creditors on behalf of the Borrower; or the
Borrower's inability or the admission in writing of its or his
inability to pay debts as they mature.
(c)
Insolvency
Etc. Filing
of an involuntary petition against the Borrower under the United
States Bankruptcy Code, or under any other insolvency act or law,
state or federal, now or hereafter existing; or the involuntary
appointment of a receiver or trustee for all or a substantial part
of the Borrower's property; or the issuance of a warrant of
attachment, execution or similar process against any substantial
part of such properties, which remains undismissed, unbonded or
undischarged ninety (90) days’ after issuance.
Failure of the Holder,
for any period of time or on more than one occasion, to exercise
its option to accelerate the Maturity Date shall not constitute a
waiver of the right to exercise the same at any time during the
continued existence of any Event of Default or any subsequent Event
of Default.
5.
Maximum
Payments . Nothing contained herein shall be
deemed to establish or require the payment of a rate of interest or
other charges in excess of the maximum permitted by applicable law.
In the event that the rate of i
