Exhibit 10.19
CONSOLIDATED LOAN AGREEMENT
This Consolidated Loan Agreement (the "Agreement") is entered into on
December 11, 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, over the period February 3, 2009 through November 13, 2009, the
Lender has loaned the Borrower an aggregate principal amount of $22,000.
Specifically, the Lender made the following advances to the Borrower: (a) $1,000
on February 3, 2009; (b) $1,000 on March 25, 2009; (c) $2,000 on April 2, 2009;
(d) $2,000 on May 13, 2009; (e) $2,000 on June 9, 2009; (f) $2,000 on August 18,
2009; (g) $2,000 on September 14, 2009; (h) $1,000 on September 18, 2009; (i)
$4,000 on November 9, 2009); (j) $5,000 on November 13, 2009; and (k) $10,000 on
December 7, 2009 (the "Principal Advances").
WHEREAS, the Principal Advances each accrued interest at the rate of ten
percent (10%) per year. As of December 7, 2009, the Borrower was indebted to the
Lender in an aggregate amount of $24,376.71, which includes all accrued interest
as of December 7, 2009.(the "Loan").
WHEREAS, a portion of the Loan was the subject of written loan agreement
between the Borrower and the Lender, dated May 13, 2009 (the "May 2009 Loan").
This Agreement replaces and supersedes the May 2009 Loan. Upon execution and
delivery of this Agreement the May 2009 shall be null and void and the Lender
shall return the original May 2009 Loan to the Borrower.
WHEREAS, the parties hereto desire to memorialize the Loan and 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 of the Loan is $24,376.71. The principal
amount and all accrued interest on the Loan is due and payable within ten (10)
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 Agreement 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
Agreement shall be surrendered to the Borrower for cancellation.
2. Interest. The Loan shall bear interest on the outstanding principal
amount from the December 8, 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 Agreement 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 Agreement would be contrary to the provisions of
law applicable to the holder of this Agreement limiting the maximum rate of
interest which may be charged or collected by the holder of this Agreement. In
no event shall any interest to be paid hereunder exceed the maximum rate
permitted by law. In any such event, this Agreement 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 Agreement and to consummate the transactions contemplated hereby. This
Agreement 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 Agreement 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 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 Lender in exercising any right hereunder shall operate as a
waiver of such right or any other right. This Agreement is being delivered in
and shall be construed in accordance with the laws of the State of Florida,
without regard to the conflicts of laws provisions thereof.
7. Attorneys' Fees. If the indebtedness represented by this Agreement 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 Agreement 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BORROWER
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Xxxxxxx Xxxxx, Director
4net Software, Inc.
LENDER
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Xxxxxx X. Xxxxxxx
