Attached files
file | filename |
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10-K - FORM 10-K - Dolphin Entertainment, Inc. | c16856e10vk.htm |
EX-31 - EXHIBIT 31 - Dolphin Entertainment, Inc. | c16856exv31.htm |
EX-32 - EXHIBIT 32 - Dolphin Entertainment, Inc. | c16856exv32.htm |
EX-3.(I)7 - EXHIBIT 3(I)7 - Dolphin Entertainment, Inc. | c16856exv3wxiy7.htm |
Exhibit 10.2
PROMISSORY NOTE
January 1, 2011
1. Amount; Obligation to Pay. FOR VALUE RECEIVED, as hereinafter set forth and at
the times hereinafter stated, Dolphin Digital Media, Inc., a Nevada corporation (the Maker),
whose address is 804 Douglas Road, Executive Tower Building, Suite 365, Miami, FL 33134, promises
to pay to the order of William ODowd, IV (the Payee), whose address is 55 Merrick Way, #521,
Coral Gables, FL, 33134, an amount equal to One Million One Hundred Thirty-Seven Thousand Three
Hundred Sixty-One Dollars ($1,137,361), subject to the provisions set forth below.
2. Interest Rate. Interest shall accrue on the outstanding principal balance under
this Promissory Note, from the date of issuance hereof until paid in full, at the rate of 10% per
annum.
3. Terms.
(a) Payment of Interest. All accrued and outstanding interest hereunder shall be
paid upon maturity, while this Promissory Note remains outstanding.
(b) Demand Payment. Payee shall have the right, exercisable at any time after the
date of this Promissory Note, to require Maker to pay all outstanding principal and any accrued and
outstanding interest hereunder in full, or any portion thereof, by providing Maker with written
notice of said election (a Demand Notice). Maker shall have ten days after receipt of the Demand
Notice to pay said amounts in full.
(c) Prepayment by Maker. Maker may prepay all or any percentage of the amount due
under this Promissory Note at any time without penalty.
4. Security. This Promissory Note is unsecured.
5. Place of Payment. All payments on this Promissory Note shall be made to Payee at
the address stated above or at such other address as Payee shall designate in writing.
6. Events of Default and Acceleration. Makers failure to pay timely any amount due
hereunder shall constitute an Event of Default. At any time an Event of Default has occurred and
is continuing, Payee may, at its option, upon written notice to Maker, accelerate maturity and
cause the entire unpaid principal balance of this Promissory Note, with interest, fees and charges
accrued hereon, to become immediately due and payable.
7. Parties in Interest. This Promissory Note may not be assigned by Maker without
the prior written consent of Payee, but shall be freely assignable, in whole or in part, by Payee
without the consent of Maker. This Promissory Note will be binding in all respects upon Maker and
inure to the benefit of Payee and its permitted successors and assigns.
8. Choice of Law; Venue. All questions concerning the construction, validity,
enforcement and interpretation of this Promissory Note shall be governed by and construed and
enforced in accordance with the internal laws of the State of Florida, without regard to the
principles of conflicts of law thereof. Each party agrees that all proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Promissory
Note (whether brought against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in Miami-Dade County, Florida. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida for
the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Promissory Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. The
parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Promissory
Note or the transactions contemplated hereby.
9. Notice. All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed to have been duly given one (1) business day after receipt, or,
if sent by facsimile, upon receipt of a confirmation of delivery.
10. Payment of Collection, Enforcement and Other Costs. If an Event of Default occurs
and this Promissory Note is placed in the hands of an attorney for collection or enforcement while
such Event of Default is ongoing, then the Maker shall pay the reasonable attorneys fees incurred
by Payee for such collection and/or enforcement.
THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, Maker has executed this Promissory Note effective as of the date first
set forth above.
MAKER: Dolphin Digital Media, Inc. |
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By: | William ODowd | |||
Name: | William ODowd | |||
Its: CEO | ||||
PAYEE William ODowd |
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/s/ William ODowd | ||||
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