Exhibit 10.18
LOAN AGREEMENT
This Loan Agreement is entered into on May 13, 2009, by and between 4net
Software, Inc., a Delaware corporation, with offices located at 0 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 ("Borrower") and Xxxxxx X.
Xxxxxxx, having a business address at 0 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000 (the "Lender").
WHEREAS, the Lender has loaned the Borrower an aggregate amount of $6,000
as follows: $1,000 on February 3, 2009, $1,000 on March 25, 2009, $2,000 on
April 2, 2009 and $2,000 on May 13, 2009 (the "Loan").
WHEREAS, the parties hereto mutually agree that the Loan shall be shall be
subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Principal. The principal amount and all accrued interest on this Loan is
due and payable within five (5) business days following Borrower's receipt of a
written demand for payment from Payee or immediately upon the occurrence of an
Event of Default, as defined herein (the "Maturity Date"). The obligations of
the Borrower to make payments provided for in this Loan are absolute and
unconditional and not subject to any defense, set-off, counterclaim, rescission,
recoupment or adjustment whatsoever.
Upon payment in full of all principal and interest payable hereunder, this
Loan shall be surrendered to the Borrower for cancellation.
2. Interest. This Loan shall bear interest on the outstanding principal
amount from the date such principal amounts were paid to Borrower ($1,000 on
February 3, 2009, $1,000 on March 25, 2009, $2,000 on April 2, 2009 and $2,000
on May 13, 2009) until such amounts are repaid to Lender in full, at the rate of
10% per annum. In the event any payment due hereunder shall not be paid on the
Maturity Date, then the outstanding principal amount shall bear interest at the
lesser of 15% per annum or the highest lawful rate permitted under applicable
law, from the date when such payment was due until paid. Additionally,
Borrower's failure to tender a payment, or any part thereof, in accordance with
the schedule above shall constitute an Event of Default. If an Event of Default
shall occur due to the Borrower's failure to make a payment on the required
date, Payee shall have no obligation to serve a notice of default. In the event
the Borrower fails to remedy the default within five (5) business days after the
Event of Default (the "Default Date"), then all outstanding principal and
accrued interest shall automatically accelerate and become immediately due and
owing (the "Accelerated Debt"). The Accelerated Debt shall accrue interest at
the rate of 15% per annum from the Default Date until the Accelerated Debt is
paid in full. Payee shall have no obligation to provide notice to Borrower
concerning the Default Date, the acceleration of the debt or the interest rate
on the Accelerated Debt.
This paragraph shall not be deemed to extend or otherwise modify or amend
the date when such payments are due hereunder. The obligations of the Borrower
under this Loan are subject to the limitation that payments of interest shall
not be required to the extent that the charging of or the receipt of any such
payment by the holder of this Loan would be contrary to the provisions of law
applicable to the holder of this Loan limiting the maximum rate of interest
which may be charged or collected by the holder of this Loan. In no event shall
any interest to be paid hereunder exceed the maximum rate permitted by law. In
any such event, this Loan shall automatically be deemed amended to permit
interest charges at an amount equal to, but no greater than, the maximum rate
permitted by law.
3. Representations and Warranties. The Borrower represents and warrants as
follows:
(a) The Borrower has all requisite power and authority to enter into
this Loan and to consummate the transactions contemplated hereby. This Loan
has been duly executed and delivered by the Borrower and constitutes a
valid and binding obligation of the Borrower, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally and (b) as limited by laws
relating to the availability of specific performance, injunctive relief or
other equitable remedies.
(b) This Loan is the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms and the terms of the
Security Agreement, except as limited by applicable bankruptcy, insolvency,
and other similar laws affecting creditors' rights generally.
4. Events of Default.
The principal amount and all accrued interest on this Loan is due and
payable upon the Maturity Date, as defined above. Additionally, the principal
amount and all accrued interest on this Loan shall automatically become
immediately due and payable upon the occurrence of any of the following events,
each of which shall be deemed an "Event of Default":
(a) When there is any misstatement or false statement in connection
with, noncompliance with or nonperformance of any of the Borrower's
obligations, representation, warranties or covenants under or emanating
from this Loan or the Security Agreement;
(b) If the Borrower shall make an assignment for the benefit of
creditors or shall admit in writing his inability to pay his debts as they
become due or if the Borrower shall file a voluntary petition in
bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under the present
or any future federal bankruptcy code or other applicable federal, state or
similar statute, law or regulation, or shall seek or consent to or
acquiesce in the appointment of any trustee, receiver or liquidator of the
Borrower or of all or any substantial part of its properties.
5. Notices. Any notice, other communication or payment required or
permitted hereunder shall be in writing and shall be delivered personally or
sent by FedEx mail or similar overnight delivery, postage prepaid to the parties
at the addresses set forth above. Each of the above addressees may change its
address for purposes of this paragraph by giving to the other addressee notice
of such new address in conformance with this paragraph.
6. Waivers. The Borrower hereby waives presentment, demand for performance,
notice of non-performance, protest, notice of protest and notice of dishonor. No
delay on the part of Payee in exercising any right hereunder shall operate as a
waiver of such right or any other right. This Loan is being delivered in and
shall be construed in accordance with the laws of the State of New York, without
regard to the conflicts of laws provisions thereof.
7. Attorneys' Fees. If the indebtedness represented by this Loan or any
part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Loan is placed in the hands of attorneys for collection
after default, the Borrower agrees to pay, in addition to the principal payable
hereunder, attorneys' fees and collection costs in the amount of ten percent
(10%) of the then outstanding principal indebtedness.
8. No Changes. This Loan may not be changed or terminated orally, but only
by an agreement in writing signed by the party against whom enforcement of any
change, modification, termination, waiver, or discharge is sought. This Loan
shall be construed and enforced in accordance with the laws of Florida.
IN WITNESS WHEREOF,, the parties hereto have executed this Agreement as of
the date first above written.
BORROWER
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Director
4net Software, Inc.
LENDER
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
