Attached files
file | filename |
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8-K - FORM 8-K - LOCAL Corp | a58997e8vk.htm |
Exhibit 10.1
PROMISSORY NOTE
$100,000.00 | March 10, 2011 |
FOR VALUE RECEIVED, Digital Post Interactive, Inc., a Nevada corporation (the
Company), promises to pay to Local.com Corporation or its assigns (the Holder),
the principal sum of $100,000.00.
The Company shall pay interest on any overdue principal and (to the extent permitted by
applicable law) on any overdue interest, from the date on which payment thereof is due until the
obligation of the Company with respect to the payment thereof shall be discharged, at the rate of
ten percent (10%) per annum, provided that no interest shall be payable if Holder completes the
acquisition of certain assets from the Company no later than April 30, 2011. The interest rate
shall be computed on the basis of the actual number of days elapsed and a year of 365 days.
1. Payment. The principal hereof and all accrued and unpaid interest thereon, shall
be due and payable (i) in four equal monthly payments of $25,000.00 plus accrued and unpaid
interest beginning on June 15, 2011 and continuing on the 15th day of each month
thereafter until September 15, 2011 (the Maturity Date) or (ii) immediately in full if
such amounts are declared due and payable after the occurrence of an Event of Default (as defined
below) in accordance with the terms hereof or (iii) upon consummation of a transaction for the
acquisition of certain assets from Company, in which event the total sum owed under the Note will
be applied against the purchase price in the asset purchase transaction or as otherwise determined
by Holder. All payments of principal, interest and other amounts owed under this Note shall be
payable in lawful money of the United States of America at the principal place of business of the
Holder, or at such other place as the Holder may from time to time designate in writing to the
Company. Any payments received by the Holder hereunder shall be applied first to costs of
collection, if any, then to interest and the balance, if any, to principal.
2. Events of Default.
(a) The occurrence of any of the following shall constitute an Event of Default
under this Note:
(i) The Company shall fail to pay any principal, interest or other amount payable
hereunder promptly and when due;
(ii) The Company shall materially fail to observe or perform any other material covenant,
obligation, condition or agreement contained in this Note and, such failure shall continue for 15
days after written notice to the Company;
(iii) The Note or any material term contained herein shall cease to be, or be asserted by
the Company not to be, a legal, valid and binding obligation of the Company enforceable in
accordance with its terms;
(iv) The Company shall (1) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its property, (2) admit in
writing its inability, to pay its debts generally as they mature, (3) make a general assignment for
the benefit of any of its creditors, (4) cease to operate or conduct business, (5) be dissolved or
liquidated in full or in part, (6) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to any such
relief or to the appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (7) take any action effecting any of
the foregoing;
(v) Without the Companys application, approval or consent, a proceeding shall be commenced,
in any court of competent jurisdiction, seeking in respect of the Company: (1) the liquidation,
reorganization, dissolution, winding-up, or composition or readjustment of debt, (2) the
appointment of a trustee, receiver, liquidator or the like of the Company or of all or any
substantial part of the assets of the Company, or (3) other like relief in respect of the Company
under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts; and, if the proceeding is being contested in good faith by the Company, the
same shall continue undismissed or unstayed and in effect for any period of 30 consecutive days, or
an order for relief against the Company shall be entered in any case under the Federal Bankruptcy
Code or applicable state bankruptcy laws;
(vi) Except as has been disclosed in the Companys filings made with the U.S. Securities and
Exchange Commission as of the date first set forth above, the Company shall violate or be in
default under, any agreement, instrument or other document relating to any indebtedness for money
borrowed, or capital lease, which default is with respect to at least $50,000 individually or
$100,000 in the aggregate of indebtedness or lease obligations and continues uncured for a period
of at least thirty (30) days; or
(vii) A final, non-appealable judgment or order for the payment of money in excess of $50,000
shall be rendered against the Company, which liability is not covered by insurance, and remains
undischarged for a period of 30 days during which execution shall not be effectively stayed, or any
judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued
or levied against a substantial part of the property of the Company and such judgment, writ, or
similar process shall not be released, stayed, vacated or otherwise dismissed within 30 days after
issue or levy.
(b) Rights Upon Default. Upon the occurrence or existence of any Event of Default and
at any time thereafter during the continuance of such Event of Default, the Holder may declare the
entire unpaid principal amount of this Note and all accrued and unpaid interest and any other
amounts owing hereunder to be immediately due and payable without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived, provided the Company is
first given 30 days notice and opportunity to cure any such Event of Default. In addition to the
foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may
exercise any other right, power or remedy granted to it or otherwise permitted to it by law, either
by suit in equity or by action at law, or both, provided the Company is first given 30 days notice
and opportunity to cure any such Event of Default.
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3. Waiver and Amendment. Any of the terms and conditions of this Note may be changed
or amended, and any right of the Holder may be waived, with the written consent of the Holder.
4. Loss, Theft, Destruction, etc. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Note and, if requested in the
case of any such loss, theft or destruction, the Company will execute and deliver, in lieu hereof,
a new note of like tenor.
5. No Assignment by the Company. The Company may not assign this Note without the
prior written consent of the Holder.
6. Expenses; Waivers. If action is instituted to collect this Note in accordance with
the terms of this Note, the Company promises to pay all costs and expenses, including, without
limitation, reasonable attorneys fees and costs, incurred in connection with such action. The
Company hereby waives notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor and all other notices or demands relative to this instrument.
7. Notices. Any notice required or permitted by this Note shall be in writing and
shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent
by fax (upon customary confirmation of receipt), or five days after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified
at such partys address as set forth on the signature page hereto, or as subsequently modified by
written notice.
8. Miscellaneous. This Note and all acts and transactions pursuant hereto and the
rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law. This Note may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. The titles and subtitles used
in this Note are used for convenience only and are not to be considered in construing or
interpreting this Note. The invalidity or unenforceability of any provision of this Note shall in
no way affect the validity or enforceability of any other provision of this Note. Any waiver,
permit, consent or approval of any kind or character on the part of any party of any breach or
default under this Note, or any waiver on the part of any party of any provisions or conditions of
this Note, must be in writing and shall be effective only to the extent specifically set forth in
such writing.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this Promissory Note to be executed as of the date
first written above.
Digital Post Interactive, Inc. |
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By: | /s/ Michael Sawtell | |||
Name: | Michael Sawtell | |||
Title: | Chief Executive Officer Address: 4040 Barranca Parkway, Suite 220 Irvine, CA 92618 |
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HOLDER: Local.com Corporation |
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By: | /s/ Heath B. Clarke | |||
Name: | Heath B. Clarke | |||
Title: | CEO | |||
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