PROMISSORY NOTE
Exhibit
10.12
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$_____,000.00
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November
15, 2007
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FOR
VALUE
RECEIVED, Dr.TATTOFF, LLC a California limited liability company located at
0000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx XX 00000 (the “Borrower”) hereby
promises to pay to the order of __________________, located at
____________________ (the "Holder"), the principal sum of ______ Thousand and
00/100 Dollars ($_____,000.00) upon the following terms:
1. Interest.
The
unpaid principal balance shall bear interest at the rate of eight percent per
annum. The
amount of interest to be paid on the daily outstanding balance of principal
evidenced hereby shall be based upon a 365-day year for the actual number of
days for which interest is payable,
but such
interest shall never exceed the maximum rate of interest permitted under
applicable law.
2. Manner
of Payment.
The
Borrower agrees to pay the principal sum and all accrued interest on or before
December 1, 2007 (the "Due Date").
3. Prepayment.
This
Note may be prepaid in full or part at any time without penalty to the Borrower.
Any partial prepayments shall be applied to installments of principal in inverse
order of their maturity.
4.
Late
Charge.
In the
event payment is not made within 10 days from the Due Date, interest shall
accrue at the rate of eighteen percent (18%) per annum.
5. Events
of Default.
The
entire principal balance due under this Note may be accelerated and become
due
and payable immediately, at the Holder's option, upon the occurrence of any
Event of Default, which is defined as any of the following:
(a)
Failure
to pay when due any payment of principal, and such failure continues for 10
days;
(b) 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; the application for the
consent to the appointment of a receiver or trustee for all or a substantial
part of the Borrower's property; the making of an assignment to the benefit
of
the creditors; or the Borrower's inability, or the admission in writing of
its
inability to pay its debts as they mature;
(c) 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 the events for ninety days undismissed, unbonded or
undischarged;
(d) All
or
any substantial part of the Borrower shall be subjected to any lien with a
face
amount in excess of $40,000 in favor of the United States Internal Revenue
Service; or custody or control of such property shall be assumed by any
governmental agency or any court of competent jurisdiction at the instance
of
any governmental agency, and shall be retained for a period of ninety
days;
(e) Dissolution
of the Borrower;
(f)
Cessation
or liquidation of the Borrower's business or suspension of the Borrower's
business for more than forty-five consecutive days;
(g) If
a
material adverse change occurs with respect to the Borrower’s
business,
including, without limitation, the loss or revocation of or defaults under
contracts that are material to Borrower’s business, or Borrower’s loss of any
registration, approval, license, permit, concession or franchise now held or
hereafter acquired by the Borrower that is material to its business as a going
concern, or the failure to pay any fee or taxes which are necessary for the
continued operation of the Borrower’s business in the same manner as it is now
being conducted; or
(h) the
breach by the Borrower of any agreement between the Borrower and the
Holder.
6. Remedies.
Notwithstanding anything to the contrary herein, any Event of Default shall
allow the Holder to do the following:
(a)
accelerate
the maturity of this Note and demand immediate payment of all outstanding
principal; or
(b)
exercise
any and all rights available to it under applicable
law.
7.
Waiver.
Except
as set forth herein, the Borrower hereby (i) waives presentment, demand, notice,
protest, notice of protest and notice of non-payment and any other notice
required to be given under the law in connection with the delivery, acceptance,
performance, default or enforcement of this Note or any of any document or
instrument evidencing any security for payment of this Note; (ii) consents
to
any and all delays, extensions, renewals or other modifications of the Note
or
waivers of any term hereof or release or discharge by the Holder of the Borrower
or release, substitution or exchange of any security or guarantee for the
payment hereof or the failure to act on the part of the Holder or any indulgence
shown by the Holder, from time to time and in one or more instances, (without
notice to or further assent from the Borrower) and agrees that no such action,
failure to act or failure to exercise any right or remedy, on the part of the
Holder shall in any way affect or impair the obligations of the Borrower or
be
construed as a waiver by the Holder of, or otherwise affect, any of the Holder's
rights under this Note or under any document or instrument evidencing any
security or guarantee for payment of this Note; and (iii) agrees to pay in
the
Event of Default hereunder, on demand, all costs and expenses of collection
of
this Note and/or the enforcement of the Holder's right with respect to, or
the
administration, supervision, preservation, protection of, or realization upon,
any property securing payment or guarantee of payment hereof, including
reasonable attorneys' fees plus costs, all such amounts payable as obligations
of the Borrower.
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9. Parties
in Interest.
All of
the terms and provisions of this Note shall be binding upon, inure to the
benefit of and be enforceable by each of the parties hereto, and their
respective successors, heirs, personal representatives, and permitted assigns.
This Note may not be transferred or assigned by the Holder except with the
written consent of the Borrower or by operation of law, and any person accepting
such transfer or assignment shall take this Note subject to the terms of this
Note.
10. Severability.
If any
part of this Note is adjudged illegal, invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision of this Note that
can
be given effect without such provision.
11. Governing
Law.
This
Note shall be governed by, and construed in accordance with, the laws of the
State of California without regard to conflicts of laws principles.
12.
Amendments.
This
Note may not be varied, amended or modified except in writing signed by the
Borrower and the Holder.
IN
WITNESS WHEREOF, this Note has been executed by the Borrower as of the date
and
year first above written.
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ATTEST:
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Dr.TATTOFF,
LLC a California limited liability company,
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Xxxxx
Xxxxx, CEO
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