Contract
Exhibit 10.4
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH. SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER. •
$3,000 | April 25, 2012 |
FOR VALUE RECEIVED, Gold Swap Inc., a New York corporation (the "Borrower"), hereby promises to pay to Osher Capital LLC (the "Holder"), the principal sum of Three Thousand Dollars ($3,000.00), with interest accruing thereon at the rate of eight percent (6%) per annum accruing from February 25, 2012. This note shall amend and replace in its entirety the Promissory Note dated February 25, 2012 between the Borrower and the Holder.
Interest shall accrue on the outstanding principal amount of this Note beginning on February 25, 2012 until this Note is paid in full. The principal amount of this Note and all accrued and unpaid interest shall be due and payable on February 25, 2014 (the "Maturity Date"). Upon the occurrence and during the continuance of any Event of Default (as defined below), the amounts then due and payable under this Note (including the entire principal and accrued interest if such payments are accelerated at the election of the Holder) shall bear interest equal to the lesser of (a) the maximum amount permitted to be charged under applicable law or (b) twelve (12%) percent per annum from the due date thereof until paid in full or such Event of Default has been cured or waived (the "Default Interest Rate").
The following additional terms shall apply to this Note:
ARTICLE I
1.2 Payment on Non-Business Day. If this Note, or any payment hereunder, falls due on a Saturday, Sunday or a' New York public holiday, this Note shall fall due or such payment shall be made on the next succeeding business day and such additional time shall be included in the computation of any interest payable hereunder.
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ARTICLE II
The occurrence of any of the following events of default (each an "Event of Default") shall, at the option of the Holder, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable:
ARTICLE III
3.1 Organization, Good Standing and Qualification. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.
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ARTICLE IV
4.5 Governing Law. This Note has been executed in and shall be governed by the internal laws of the State of New York, without regard to the principles of conflict of laws. Borrower consents to the jurisdiction of the courts sitting in New York in connection with any and all actions arising under this Note.
4.6 Counsel. This Note shall be construed to effectuate the mutual intent of the parties. The parties have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.
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GOLD SWAP INC. | |||
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By:
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/s/ Xxx Xxxxxxxxxxx | |
Name: Xxx Xxxxxxxxxxx | |||
Title: CEO | |||
Agreed and Acknowledged:
By:
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/s/ Osher Capital LLC | |
Name: Osher Capital LLC | ||
Title: Holder | ||
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