Attached files
| file | filename |
|---|---|
| 10-K - ANNUAL REPORT - Unified Signal, Inc. | qumi_10k.htm |
| EX-4.8 - SENIOR SECURIED NOTE - Unified Signal, Inc. | qumi_ex48.htm |
| EX-4.6 - NOTE - Unified Signal, Inc. | qumi_ex46.htm |
| EX-4.9 - SECURITY AGREEMENT - Unified Signal, Inc. | qumi_ex49.htm |
| EX-31.1 - CERTIFICATION - Unified Signal, Inc. | qumi_ex311.htm |
| EX-32.1 - CERTIFICATION - Unified Signal, Inc. | qumi_ex321.htm |
| EX-99.2 - UNAUDITED STATEMENT OF OPERATIONS - Unified Signal, Inc. | qumi_ex992.htm |
| EX-23.1 - CONSENT - Unified Signal, Inc. | qumi_ex231.htm |
EXHIBIT 4.7
UNSECURED
REVOLVING PROMISSORY NOTE
FOR VALUE
RECEIVED, the undersigned, Quamtel, Inc., a Nevada corporation (“Maker”), promises to
pay to the order of STEVEN IVESTER (“Payee”), in lawful money of the United
States of America, the principal amounts from time to time Maker borrows from
Payee, up to One Million Dollars ($1,000,000.00), with no interest.
Principal
and any applicable interest shall be payable upon demand by Payee.
Maker and
any and all co-makers, endorsers, guarantors and sureties severally waive
presentment for payment, notice of nonpayment, protest, demand, notice of
protest, notice of intention to accelerate, notice of acceleration and dishonor,
diligence in enforcement and indulgences of every kind, and they severally agree
that their liability on or with respect to this Note shall not be affected by
any release or change in any security at any time existing or by any failure to
perfect or maintain perfection of any security interest in such
security.
If the
entire unpaid principal balance is not paid upon demand in accordance with the
terms herein and is placed in the hands of an attorney for collection, or suit
is filed hereon, or proceedings are had in probate, bankruptcy, receivership,
reorganization, arrangement or other legal proceedings for collection hereof,
Maker and each other liable party agree to pay Payee its reasonable collection
costs, including a reasonable amount for attorneys’ fees, but in no event to
exceed the maximum amount permitted by law. Maker and each other liable party
are and shall be directly and primarily, jointly and severally, liable for the
payment of all sums called for hereunder, and Maker and each other liable party
hereby expressly waive bringing of suit and diligence in taking any action to
collect any sums owing hereon and in the handling of any security hereunder, and
Maker and each other liable party hereby consent to and agree to remain liable
hereon regardless of any renewals, extensions for any period or rearrangements
hereof, or any release or substitution of security herefor, in whole or in part,
with or without notice, from time to time, before or after
maturity.
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It is the
intent of Maker and Payee in the execution of this Note and all other loan
documents to contract in strict compliance with applicable usury law. In
furtherance thereof, Maker and Payee stipulate and agree that none of the terms
and provisions contained in this Note, or in any other instrument executed in
connection herewith, shall ever be construed to create a contract to pay for the
use, forbearance or detention of money, interest at a rate in excess of the
maximum rate allowed by law (“Maximum Rate”). Neither Maker nor any guarantors,
endorsers or other parties now or hereafter becoming liable for payment of this
Note shall ever be obligated or required to pay interest on this Note at a rate
in excess of the Maximum Rate, and the provisions of this paragraph shall
control over all other provisions of this Note and any other loan documents now
or hereafter executed which may be in apparent conflict herewith. Payee
expressly disavows any intention to charge or collect excessive unearned
interest or finance charges in the event the maturity of this Note is
accelerated. If the maturity of this Note shall be accelerated for any reason or
if the principal of this Note is paid prior to the end of the term of this Note,
and as a result thereof the interest received for the actual period of existence
of the loan evidenced by this Note exceeds the applicable maximum lawful rate,
the holder of this Note shall credit the amount of such excess against the
principal balance of this Note then outstanding and thereby shall render
inapplicable any and all penalties of any kind provided by applicable law as a
result of such excess interest; provided, however, that if the principal hereof
has been paid in full, such excess shall be refunded to Maker. If the holder of
this Note shall receive money (or anything else) which is determined to
constitute interest and which would increase the effective interest rate on this
Note or any other indebtedness which Maker or a guarantor is obligated to pay to
holder to a rate in excess of that permitted by applicable law, the amount
determined to constitute interest in excess of the lawful rate shall be credited
against the principal balance of this Note then outstanding or, if the principal
balance has been paid in full, refunded to Maker, in which event any and all
penalties of any kind under applicable law as a result of such excess interest
shall be inapplicable. If the holder of this Note shall not actually receive,
but shall contract for, request or demand, a payment of money (or anything else)
which is determined to constitute interest and which would increase the
effective interest rate contracted for or charged on this Note or the other
indebtedness evidenced or secured by the Loan Documents to a rate in excess of
that permitted by applicable law, the holder of this Note shall be entitled,
following such determination, to waive or rescind the contractual claim, request
or demand for the amount determined to constitute interest in excess of the
lawful rate, in which event any and all penalties of any kind under applicable
law as a result of such excess interest shall be inapplicable. By execution of
this Note Maker acknowledges that Maker believes the loan evidenced by this Note
to be non-usurious and agrees that if, at any time, Maker should have reason to
believe that such loan is in fact usurious, Maker will give the holder of this
Note notice of such condition and Maker agrees that the holder shall have sixty
(60) days in which to make appropriate refund or other adjustment in order to
correct such condition if in fact such exists.
This Note
has been executed and delivered in and shall be construed in accordance with and
governed by the laws of the State of Florida.
Dated as
of March 18, 2010
|
MAKER:
QUAMTEL,
INC., a Nevada corporation
|
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|
|
By:
|
/s/ Stuart Ehrlich | |
| Stuart Ehrlich | |||
| President | |||
| Acknowledged by PAYEE: | |||
|
|
/s/ Steve Ivester | ||
|
Steven
Ivester
|
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