PROMISSORY NOTE
PROMISSORY
NOTE
| $415,000.00 |
September 30,
2009
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ForgeHouse, Inc., a Nevada
corporation (the “Maker”), hereby
promises to pay to the order of Xxxxx Xxxxxx and Xxx Xxxx (collectively the
“Holder”), in
lawful money of the United States of America, the sum of $415,000.00, pursuant
to the terms of that certain Debt Forgiveness Agreement dated of even date
herewith by and among the Maker, the Holder, Xxxx Xxxxxxxxxx-Steel and Insurance
Medical Group Limited f/k/a After All Limited (the “Debt Forgiveness
Agreement”).
This Promissory Note may be prepaid
in whole or in part at any time, or from time to time, without premium or
penalty and without prior notice to or consent by the Holder.
Upon the occurrence of an Event of
Default, the Holder may make all sums of principal, interest, and other fees
then remaining unpaid hereunder immediately due and payable. The occurrence with
respect to the Maker of any of the following events is an “Event of
Default”:
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1.
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The
Maker fails to pay when due any amount due to Holder under the Debt
Forgiveness Agreement.
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2.
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The
Maker breaches any covenant or any other term or condition of this
Promissory Note in any material
respect.
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3.
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The
Maker shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business or such a receiver or trustee
shall otherwise be appointed.
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4.
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The
Maker shall materially default under any bond, debenture, note or other
evidence of indebtedness for money borrowed, under any guarantee or under
any mortgage, or indenture pursuant to which there shall be issued or by
which there shall be secured or evidenced any indebtedness for money
borrowed by the Maker or any of its subsidiaries, whether such
indebtedness now exists or shall hereafter be created, which default shall
have resulted in indebtedness of at least $100,000 becoming due and
payable prior to the date on which it would otherwise become due and
payable and shall not have been cured by the Maker or waived by the
lender;
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5.
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Any
money judgment, writ, or similar final process shall be entered or filed
against the Maker or any of its property or other assets for more than
$100,000, and shall remain unvacated, unbonded, or unstayed for a period
of forty-five (45) days.
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6.
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Bankruptcy,
insolvency, reorganization, or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law for the relief
of debtors shall be instituted by the
Maker.
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7.
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Bankruptcy,
insolvency, reorganization, or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law for the relief
of debtors shall be instituted against the Maker, and shall remain
undismissed for a period of forty-five (45)
days.
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Notwithstanding
the foregoing to the contrary, for 1, 2, and 4 above, Holder shall give the
Maker five (5) days prior written notice and opportunity to cure such Default;
provided,
however, if such Default is not cured within said five (5) day period,
there shall exist an Event of Default hereunder.
The Maker
hereby waives presentment, demand, notice of dishonor, protest, notice of
protest, and all other demands, protests, and notices in connection with the
execution, delivery, performance, collection, and enforcement of this Promissory
Note. If default is made in the payment of this Promissory Note, the Maker shall
pay to the Holder reasonable costs of collection, including reasonable
attorney’s fees. The remedies under this Promissory Note shall be
cumulative.
All
notices and other communications required or permitted hereunder by the Holder
shall be in writing and shall be sent by express mail or other form of rapid
communications, if possible, and if not then such notice or communication shall
be mailed by first-class mail, postage prepaid, addressed to the Maker, at 0000
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxx X.
Xxxxxxxxxx-Steel, with a copy (which shall not constitute notice) c/o Baker
& Xxxxxxxxx LLP, 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx
00000-0000, Attention: Xxxxxxx X. Xxxx, or at such other address as the Maker
may furnish to the Holder in writing. Notice shall be deemed effective on the
date dispatched if by personal delivery, seven days after mailing if by express
mail, or ten days after mailing if by first-class mail, or by facsimile or
electronic mail. Notice shall conclusively be deemed to have been given when
received.
This
Promissory Note is being delivered in, is intended to be performed in, shall be
construed and interpreted in accordance with, and be governed by the internal
laws of, the State of Georgia, without regard to principles of conflict of laws.
Any judicial proceeding brought by or against the Maker with respect to this
Promissory Note shall be brought in any state court of Georgia or any federal
court sitting in the State of Georgia, and, by execution and delivery of this
Promissory Note, and by acceptance hereof, each of the Maker and the Holder
accepts for itself and in connection with its properties, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any final judgment rendered thereby in
connection with this Promissory Note. Each of the Maker and the Holder hereby
waives any claim or defense that any such forum is not convenient or
proper.
This
Promissory Note may only be amended, modified, superseded, or terminated by an
agreement in writing signed by the party to be charged. This Promissory Note
shall not be transferred or assigned by Holder without the express written
consent of the Maker. If Maker consents to any such transfer or, if
notwithstanding the foregoing, such a transfer occurs, then the provisions of
this Promissory Note shall be binding upon any successor to the transferring
Holder and shall inure to the benefit of and be extended to any holder hereof.
This Promissory Note shall be binding upon the successors and assigns of the
Maker and inure to the benefit of the Holder and its successors, endorsees, and
assigns.
(Signatures
on following page.)
-2-
MAKER:
FORGEHOUSE,
INC., a Nevada
corporation
By:
Title:
-3-
