LOAN AGREEMENT AND SECURITY ASSIGNMENT
Exhibit
10.33
LOAN
AGREEMENT AND SECURITY ASSIGNMENT
This
loan
agreement and security assignment ("Agreement") is entered into on this
28th
day of
March 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or
“Obligor”) with an office located at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000,
Xxxxxxx, Xxxxxxx
00000
and
________________,
residing at _____________________ ("________________" or
"Obligee"):
1.
Loan
Amount: Obligee
hereby agrees to lend to Obligor the sum of _______________ dollars
($__________) (“Loan Amount”), and Obligor does hereby borrow and promise to
repay this loan amount by April 13, 2008 ("Due Date"). Obligor has
simultaneously herewith executed a promissory note ("Note") incorporated herein
by reference, evidencing its repayment obligation hereunder.
2.
Interest:
The
loan
shall bear 6% interest per annum up to and including Due Date. If
the
loan is not paid by the (“Due Date”), the unpaid balance (principal and
interest) shall bear interest at the rate of 12% per annum.
3.
Security
Assignment:
In
addition to the repayment of the entire loan amount, Obligor hereby grants
to
Obligee __________
shares
of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). Obligee
acknowledges and accepts that said shares are restricted shares pursuant to
Regulation 144 of the Securities Act of 1933, as amended.
4.
Warranties
of Obligor:
Obligor
warrants and represents that it has full power and authority to enter into
this
agreement and that this agreement is not in violation of any other agreement
nor
of any covenant or restriction contained in any agreement to which Obligor
is
bound.
Obligor
further warrants that WinSonic has obtained all requisite corporate authority
and approval, and has complied with the necessary corporate formalities in
entering into this Agreement.
5.
Further
Documents:
Obligor
agrees to execute such other and further documents as shall be reasonable
necessary or required by Obligee to carry out the provisions of this
agreement.
6.
Collection
Costs:
In
the
event that Obligee shall be required to take legal action to enforce the
provisions hereof, Obligee shall be entitled to recover all costs of collection,
including reasonable attorney's fees and costs, whether or not a legal
proceeding is commenced, if the Obligation is not paid as and when
due.
7.
Miscellaneous:
This
agreement shall be governed by Georgia Law and any action to enforce the
provisions hereof shall be resolved by binding and expedited Arbitration in
accordance with the rules and procedures of the American Arbitration Association
(AAA) in Xxxxxx County, Georgia, with a limited right of discovery consisting
of
not more that two depositions and one set each of written requests for
admissions, production of documents, form interrogatories and special
interrogatories in compliance with the Code of Civil Procedure. In the event
any
provision hereof is declared to be invalid or unenforceable, the parties agree
in good faith to replace said provision with a valid and enforceable provision
that as nearly as possible reflects the agreement and intent of the parties
hereunder. This Agreement may not be modified except by a written instrument
executed by both parties. This Agreement shall be binding upon and inure to
the
benefit of the parties and their respective heirs, representatives and
assigns.These signatures of the parties below confirm the foregoing as their
entire understanding and agreement, superseding all prior representations,
understandings and agreements, written or oral, between the
parties.
Executed
this ________ day of March, 2008.
| WinSonic Digital Media Group, Ltd. (Obligor) | (Obligee) | |
| By:_________________________________ | By:_________________________________ | |
|
Xxxxxxx
X. Xxxxxxx, Chairman and CEO
|
Exhibit
10.33
PROMISSORY
NOTE
A. FOR
VALUE
RECEIVED, WinSonic Digital Media Group, Ltd. ("Obligor") promises to pay to
the
order of
_______________,
("Obligee") located at ______________________
or
at
such other place as Obligee may from time to time designate, the principal
sum
of ____________
dollars ($__________),
payable
in accordance with the terms set forth in this NOTE, with 6% per annum interest
thereon, except as otherwise provided herein.
B. This
NOTE
is executed and delivered by Obligor pursuant to the terms and conditions set
forth in the Loan and Security Assignment of even date herewith, pursuant to
which Obligor incurred the obligation set forth herein in exchange for the
loan
of
$___________
by
Obligee to Obligor and the other consideration granted therein by Obligor to
Obligee.
C. Obligor
shall pay to Obligee the sum of _______________
dollars ($________),
plus 6%
per annum interest on this loan amount. Obligor
has simultaneously herewith executed a promissory note ("Note") incorporated
herein by reference, evidencing its repayment obligation hereunder.
D. If
Obligor shall fail to make the payments required within five (5) days after
the
Due Date, the unpaid balance (principal and interest) shall bear interest at
the
rate of 12% per annum from April 13, 2008 (“Due Date”) but
in no
event shall it exceed the maximum interest allowable by law for transactions
of
this nature between parties of like capacity.
Obligor
recognizes that any default in making the payments herein agreed to be paid
when
due will result in Obligee incurring additional expenses. Obligor agrees to
reimburse Obligee for such additional costs incurred in collecting the amount
due for which Obligor is in default, including reasonable attorney's fees and
costs.
E. It
is
agreed that time is of the essence in the performance of all obligations
hereunder.
F. This
Note
will be governed by and construed in accordance with the laws of the State
of
Georgia, except where such law is preempted by the laws and regulations of
the
United States.
G. The
terms
of this Note shall apply to, inure to the benefit of, and bind all the parties
hereto, their heirs, legatees, devises, administrators, executors, personal
representatives, successors and assigns. As used herein, the term "Obligor"
shall include the undersigned Obligor and any other person or entity who may
subsequently become liable for the payment hereof.
WinSonic
Digital Media Group, Ltd. ("OBLIGOR")
____________________________________
By:
Xxxxxxx X. Xxxxxxx, Chairman and CEO
