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EXHIBIT 10.1
COMMERCIAL PROMISSORY NOTE
$XXX,XXX.XX Dated: XXXXXXXXXXX, 2011
FOR VALUE RECEIVED, the undersigned, Teaching Time, Inc., a Florida
corporation (hereinafter "Maker"), promises to pay to XXXXXXXX at such place as
the Holder may designate in writing, the principal sum of XXXXXXX, due June 30,
2011.
In event Maker shall (i) default in the performance of any of the
obligations, covenants or agreements legally imposed by the terms of this Note,
or (ii) apply for or consent in writing to the appointment of a receiver,
trustee, or liquidator of Maker or (iii) file a voluntary petition in
bankruptcy, or admit in writing Maker's inability to pay Maker's debts as they
come due, or (iv) make general assignments for the benefit of creditors, or (v)
file a petition or answer seeking reorganization or rearrangement with creditors
or taking advantage of any insolvency law, or (vi) file an answer admitting the
material allegations of a petition filed against Maker in any bankruptcy,
reorganization, insolvency or similar proceedings, at the option of the Holder,
the whole indebtedness evidenced hereby may be declared due and payable
whereupon the entire unpaid principal balance of this Note and all interest
accrued thereon from last payment date shall thereupon at once mature and become
due and payable without presentment or demand for payment or notice of the
intent to exercise such option or notice of the exercise of such option by the
Holder, or notice of any kind, all of which are hereby expressly waived by Maker
and may be collected by suit or other legal proceedings.
If all or any part of the amount of this Note be declared due in
accordance with the other provisions hereof, or if any installment herein
provided is not paid when due, the principal balance as the case may be, shall
bear interest at 10% per annum. Notice of Default shall be given, in writing, to
Maker, after five days after occurrence of default. Maker shall have 10 days
after written Notice of Default, within which to cure the default plus interest
at default rate, legal fees and costs incurred.
Except as otherwise provided herein, the undersigned and all sureties,
guarantors and endorsers of this Note severally waive all notices, demands,
presentments for payment, notices of non-payment, notice of intention to
accelerate the maturity, notices of acceleration, notices of dishonor, protest
and notice of protest, diligence in collecting or bringing suit as to this Note
and as to each, every and all installments hereof and all obligations hereunder
and against any party hereto and to the application of any payment on this
obligation, or as an offset hereto, and agree to all extensions, renewals,
partial payments, substitutions or evidence of indebtedness and the taking,
release or substitution of all or any part of the security or the release of any
party liable hereon with or without notice before or after maturity.
It is the intention of the parties hereto to comply with the usury laws
applicable to this loan if any, accordingly it is agreed that notwithstanding
any provision to the contrary in this Note or in any of the documents securing
payment hereof no such provision shall require the payment or permit the
collection of interest in excess of the maximum permitted by law. If any excess
of interest is provided for, contracted for, charged for or received, then the
provisions of this paragraph shall govern and control and neither the Maker
hereof nor any other party liable for the payment hereof shall be obligated to
pay the amount of such excess interest. Any such excess interest which may have
been collected shall be, at the Holder's option, either applied as a credit
against the then unpaid principal amount hereof or refunded to Maker.
IN WITNESS WHEREOF, Maker has fully executed this Note as of the date
first above written.
Red Mountain Resources, Inc.,
a Florida Corporation
By: _______________________
President
