Digital Media Group, Ltd. LOAN AGREEMENT AND SECURITY ASSIGNMENT
Exhibit
10.6 10-Q
Digital
Media Group, Ltd.
LOAN
AGREEMENT AND SECURITY ASSIGNMENT
The
following persons executed the loan agreement and promissory note pursuant
to
the recap below:
|
Name
|
Loan Amount
|
Shares
Issued
|
|||||
|
Xxxx
Xxxxxx
|
$
|
11,058.76
|
66,353
|
||||
|
Xxxxxxx
Xxxxx
|
$
|
15,000.00
|
90,000
|
||||
This
loan
agreement and security assignment ("Agreement") is entered into on this
29
day of
May 2008 by and between WinSonic
Digital Media Group, Ltd.
(“WinSonic” or “Obligor”) with his office located at 000 Xxxxxxxx Xxxxxx, XX,
Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000
and
NAME of
0000
Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx 00000
("NAME"
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 the
Loan Amount on or before June
30, 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 up to and including the Due Date. Five (5) days from
and
after the Due Date, if Obligee shall elect repayment, and if not promptly
repaid, the balance of the Loan Amount shall bear default interest at the rate
of 12% per annum, but in no event shall it exceed the maximum interest allowable
by law for transactions of this nature between parties of like
capacity.
3.
Security
Assignment:
In
addition to the repayment of the entire loan amount, Obligor hereby grants
to
Obligee XXXX
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.
Warranty
of Obligor:
Obligor
warrants and represents that he 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 he has obtained all requisite corporate
authority and approval, and has complied with the necessary corporate
formalities in entering into this Agreement.
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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
May, June 2008.
|
WinSonic
Digital Media Group, Ltd. Obligor)
|
NAME
(Obligee)
|
|||
|
By:
|
By:
|
|||
|
Xxxxxxx
X. Xxxxxxx, CEO and Chairman
|
NAME
|
|||
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Exhibit
10.6 10-Q
Digital
Media Group, Ltd.
PROMISSORY
NOTE
A. FOR
VALUE
RECEIVED, WinSonic Digital Media Group, Ltd. ("Obligor") promises to pay to
the
order of NAME
("Obligee") Georgia
or
at
such other place as Obligee may from time to time designate, the principal
sum
of DOLLARS
/100 dollars
($
) payable
in accordance with the terms set forth in this NOTE, with 6% 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 $XXXX
by
Obligee to Obligor and the other consideration granted therein by Obligor to
Obligee.
C. Obligor
shall pay to Obligee the sum of DOLLARS
/100 dollars
($
) plus
6%
interest, on or before June
30, 2008
(the
"Due Date").
D. If
Obligor shall fail to make the payments required within five (5) days after
the
Due Date, the unpaid balance shall bear interest at the rate of 12% per annum,
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.
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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")
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