Exhibit 10.1
PROMISSORY NOTE
$25,000.00 San Diego, California
March 17, 2015
FOR VALUE RECEIVED, the undersigned, GLOBAL NEWS NETWORK, INC. in their
capacity ("Borrower") promise to pay in lawful money of the United States of
America, to XXXXX XXXXXXX referred to in this Agreement as ("Lender") the
principal sum of Twenty Five Thousand Dollars ($25,000.00), which will result in
the payment of $30,000 when including principal and interest as set forth below:
1. INTEREST. The Parties acknowledge that this Promissory Note (hereinafter
"Note or Promissory Note") shall accrue simple interest at $55.55 per day or
$5,000 interest in 90 days as agreed upon by Xxxxxxxx and Lender, after receipt
of said funds.
2. TERM DUE DATE. The Borrowers shall pay the entire amount owed in, which
payment shall be the complete and full payment of principal and interest within
90 days from the date of funds being received in Borrower's bank.
3. LATE PAYMENT FEE. There shall be a late payment fee of five percent (5%)
of payment if the payment is not received within fifteen (15) days after the
monthly due date.
4. PREPAYMENT. There shall be no penalty for the prepayment of any portion
of principal or accrued interest, however notwithstanding the foregoing payment
in full shall require payment of principal and interest in the amount of
$30,000.
5. AFFIRMATIVE COVENANTS. Until this Note is paid in full, Borrower
covenants and agrees to do the following:
a. Promptly inform Xxxxxx of the occurrence of any default or Event of
Default as it is defined in this Note or any other event which could have a
material adverse effect upon Borrowers' business, properties, financial
condition or ability to comply with its obligations hereunder, including without
limitation its ability to pay the amount of this Note and all monthly
installment payments due hereunder;
6. NEGATIVE COVENANTS. Until this Note is paid in full, Borrower shall not,
without Xxxxxx's prior written consent, which consent will be solely at Lender's
discretion, do any of the following:
a. Permit any levy, attachment or restraint to be made affecting any of the
Borrowers' assets;
b. Permit any judicial officer or assignee to be appointed or take
possession of any or all assets;
c. Take any other action that could be deemed detrimental to the Borrower's
ability to make good on the monthly and/or ultimate payments called for under
the within note;
7. DEFAULT AND ACCELERATION.
7.1 If default shall be made in the payment when due of all or any part of
any installment of principal or interest, then the entire sum of principal then
unpaid, together with accrued interest thereon, shall become immediately due and
payable at the option of the Lender of this Note, without notice. The failure of
Borrower to pay any installment of principal and interest as called for as set
forth herein above, and or principal and interest as and when it is ultimately
due, i.e. the final payment is due, April _____, 2015, with any such failure
continuing uncured for fifteen (15) days after such due date, and/or such
maturity date, shall confer on Lender the privilege or option, to accelerate and
call due the entire amount of principal outstanding along with any interest
remaining due, evidenced hereby which is unpaid, anything in the within Note to
the contrary notwithstanding.
7.2 Furthermore, the obligations under this Note shall become all due and
payable upon the happening of any of the following events:
A. Upon the bankruptcy or appointment of a receiver of the assets of either
of the Payors.
B. Upon a levy by any third party including the United States Government
and/or the State of California on any of the properties owned by the Borrower
with the same levy remaining in place for twenty five (25) days or more, then
the Lender shall have the right to call for full acceleration of all principal
amounts as well as all accrued interest forthwith. Any waiver of a right to
accelerate the due date of the principal under this provision shall not be
interpreted to be continuing waiver.
8. REMEDIES CUMULATIVE. The rights and remedies of Lender as provided in
this Note shall be cumulative and concurrent and may be pursued singly,
successively, or together against Borrower, or any other persons or entities who
are, or may become, liable for all or any part of this indebtedness, at the sole
discretion of Lender. Failure to exercise any such right or remedy shall in no
event be construed as a waiver or release of such rights or remedies, or the
right to exercise them at any later time.
9. XXXXXXXX'S OBLIGATIONS. If more than one person is a Borrower of this
Note, each person warrants and promises to keep all of the obligations under
this Note for the full amount owed. Any person who takes over these obligations
shall also be bound by this section.
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10. DISPUTE RESOLUTION.
10.1 If a dispute arises under this Agreement, the dispute may be referred
to a mediator selected by mutual agreement for non-binding mediation between the
parties in accordance with the rules established for mediation by the Judicial
Arbitration & Mediation Service, Inc. ("JAMS"), Endispute, or the American
Arbitration Association ("AAA"), as the parties agree, in San Diego County,
California. At any time after submission of the matter to mediation, any party
may submit such dispute to binding arbitration in accordance with this
paragraph.
10.2 All disputes arising under this agreement which are not resolved by
mediation will be resolved by submission to binding arbitration at the offices
of JAMS or AAA, as the parties agree (the "Arbitrator"), in San Diego County,
California. The parties shall agree on an arbitrator from the Arbitrator's
panel. The arbitrator must be either an attorney or retired judge. If the
parties are unable to agree, the Arbitrator will provide a list of three
available persons and each party may strike one. The remaining person will serve
as the arbitrator. The aggrieved party shall initiate arbitration by sending
written notice of its intention to arbitrate by registered or certified mail to
all parties and to the Arbitrator. The notice must contain a description of the
dispute, the amount involved, and the remedies sought. Furthermore, within the
discretion of the arbitrator and based upon the law and the facts, the matter
can be disposed of by the arbitrator through a law and motion process in lieu of
an actual arbitration hearing, if appropriate.
The arbitrator shall schedule a prehearing conference to reach agreement on
procedural matters, arrange for the exchange of information, obtain stipulations
and attempt to narrow the issues. The parties will submit a proposed discovery
schedule to the arbitrator at the prehearing conference. The scope and duration
of discovery will be within the sole discretion of the arbitrator, provided,
however, the parties shall be entitled to discovery in accordance with the rules
of the Superior Court of the State of California, County of San Diego. The
parties must file briefs with the arbitrator at least three days before the
hearing, specifying the facts each intends to prove and analyzing the applicable
law. The parties have the right to representation by legal counsel throughout
the arbitration proceedings. Expert witnesses may be used in the arbitration
proceeding just as they are used in normal civil litigation in the Superior
Court of the State of California.
Judicial rules of evidence and procedure relating to the conduct at the
hearing, examination of witnesses, and presentation of evidence shall not apply.
Any relevant evidence, including hearsay, shall be admitted by the arbitrator if
it is the sort of evidence on which responsible persons are accustomed to rely
on in the conduct of serious affairs, regardless of the admissibility of such
evidence in a court of law. Within reasonable limitations, both sides at the
hearing may call and examine witnesses for relevant testimony, introduce
relevant exhibits or other documents, cross-examine or impeach witnesses who
shall have testified orally on any matter relevant to the issues, and otherwise
rebut evidence, as long as these rights are exercised in an efficient and
expeditious manner. Any party desiring a stenographic record may secure a court
reporter to attend the proceedings. The requesting party must notify the other
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parties of the arrangements in advance of the hearing and must pay for the cost
incurred. Any party may request the oral evidence to be given under oath.
The decision of the arbitrator shall be based on the evidence introduced at
the hearing, including all logical and reasonable inferences there from. The
arbitrator may grant any remedy or relief which is just and equitable. The award
must be in writing and signed by the arbitrator. It shall contain a concise
statement of the reasons in support of the decision. The award must be mailed
promptly to the parties, but no later than thirty days from the closing of the
hearing. The award may be judicially enforced (confirmed, corrected or vacated
pursuant to Section 1285, ET SEQ., of the California Code of Civil Procedure).
The award shall be final and binding, and there shall be no direct appeal from
the award on the grounds of error in the application of the law. Unless
otherwise agreed, each party must pay its own witness fee and its pro rata share
of the arbitrator's fees. The arbitrator shall have authority to award
attorney's fees, costs and arbitration fees advanced to the prevailing party.
Nothing in this paragraph shall limit the rights of the parties to obtain
provisional or ancillary remedies such as injunctive relief or the appointment
of a receiver from a court of competent jurisdiction before, during, or after
the pendency of any arbitration. ALL PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY
AGREEING TO BINDING ARBITRATION, THEY ARE WAIVING THE RIGHT TO SUBMIT THE
DISPUTE FOR DETERMINATION BY A COURT AND THEREBY ARE ALSO WAIVING THE RIGHT TO A
JURY OR COURT TRIAL. ALL PARTIES UNDERSTAND THAT AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY AND IS BINDING ON ANY SUCCESSOR IN INTEREST.
11. NO AMENDMENT OR WAIVER EXCEPT IN WRITING. This Note may be amended or
modified only by a writing duly executed by Xxxxxxxxx, any co-Borrower, hereof
and Lender, which amendment expressly refers to this Note and the intent of the
parties to so amend this Note. No provision of this Note shall be deemed waived
by Xxxxxx, unless waived in a writing executed by Xxxxxx, which expressly refers
to this Note, and no such waiver shall be implied from any act or conduct of
Lender, or any omission by Xxxxxx to take action with respect to any provision
of this Note. No such express written waiver shall affect any other provision of
this Note, or cover any default or time period or event, other than the matter
as to which an express written waiver has been given.
12. NO INTENT OF USURY. None of the terms and provisions contained in this
Note shall ever be construed to create a contract for the use, forbearance, or
detention of money requiring payment of interest at a rate in excess of the
maximum interest permitted to be charged by applicable laws or regulation
governing this Note ("Usury Laws"). Borrower shall never be required to pay
interest on this Note in excess of the maximum interest that may be lawfully
charged under such Usury Laws, as made applicable by the final judgment of a
court of competent jurisdiction, and the provisions of this Section 12 shall
control over all other provisions hereof and of any other instrument executed in
connection herewith or executed to secure the indebtedness evidenced hereby,
which may be in apparent conflict with this Section. If Lender collect monies
which are deemed to constitute interest which would otherwise increase the
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effective interest rate on this Note to a rate in excess of that permitted to be
charged by such Usury Laws, all such sums deemed to constitute interest in
excess of the maximum rate shall, at the sole option of Lender, either be
credited to the payment of principal or returned to Borrowers.
13. CHOICE OF LAW. This Note shall be construed in accordance with the laws
of the State of California.
14. ATTORNEY FEES. If suit or arbitration is brought herein (whether
settled or pursued to final judgment or award), or if an attorney is employed or
expenses are incurred to compel payment of this Promissory Note or any portion
of the indebtedness evidenced hereby, the undersigned promises to pay all
attorney's fees and collection costs incurred in those legal efforts in each and
every action, suit, or other proceeding, including any and all appeals, or
petitions there from. As used herein, the term "attorneys' fees" means the full
costs of legal services performed in connection with the matters involved,
calculated on the basis of usual fees charged by an attorney performing those
services, and not limited to "reasonable attorneys' fees" as defined in any
statute or rule of the court.
15. USE OF PROCEEDS.
The intended use of the proceeds of this document are as follows:
1. State of Nevada Corporate Fees;
2. SEC/FINRA Fees;
3. Stock Transfer Agent Fees; and
4. Remaining balance (if any) will be used as Working Capital
The Lender can review said fees by use of online status of the Corporation.
IN WITNESS THEREOF the parties hereto have executed this agreement on the
date set forth below.
BORROWER:
By: /s/ Xxxx Xxxxxxx Date: March 17, 2015
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GLOBAL NEWS NETWORK, INC
By: Xxxx Xxxxxxx, CEO
LENDER:
Terms herein acknowledged and agreed to this date.
By: /s/ Xxxxx Xxxxxxx Date: March 17, 2015
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XXXXX XXXXXXX, Individually
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