SECURED DEMAND PROMISSORY NOTE
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Norwalk,
Connecticut
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______________,
2008
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$_____
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FOR
VALUE RECEIVED,
SPLINTERNET
HOLDINGS, INC.,
a
Delaware corporation with an address at 000 Xxxxxxxxxxx Xxxxxx, 0xx
xxxxx,
Xxxxxxx, Xxxxxxxxxxx 00000 (the “Maker”), hereby promises to pay to the order of
Xxxxx
X. XXXXXXX,
with an
address at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or assigns (the
“Holder”), the principal sum of _______________________ Dollars
in
lawful money of the United States, plus interest thereon at the rate set forth
below, ON
DEMAND.
1. Payments.
Maker
promises to pay interest on the principal amount of this Note outstanding at
a
rate equal to eight
(8.0%) percent
per
annum. Maker hereby agrees to repay the principal amount of this Note, and
the
interest which shall accrue on this Note, upon written demand therefor by the
Holder. When any date on which principal and interest are due and payable falls
on a Saturday, Sunday or legal holiday, then such payment shall be due and
payable on the first business day immediately following.
Prepayment
of all or any part of the principal due and owing on this Note may be made
on
any date without any additional premium or penalty. All payments made on this
Note shall be applied first to amounts other than principal and interest which
may then be due hereunder, then to interest accrued to the date of the payment
and then to the outstanding principal amount of this Note.
In
the
event any payment due hereunder is not made within five (5) days after the
due
date, interest shall accrue on such unpaid amount at the rate of fifteen
(15.0%) percent per
annum
from the due date.
2. Waivers.
No
delay
or failure on the part of the Holder in exercising any right, privilege or
option hereunder shall operate as a waiver thereof or of any event of default,
nor shall any single or partial exercise of any such right, privilege or option
preclude any further exercise thereof, or the exercise of any other right,
privilege or option.
Maker
waives demand, presentment for payment, notice of dishonor, protest and notice
of protest and any notice or demands of any kind are hereby expressly
waived.
3. Security
Agreement.
The
obligations of the Maker under this Note shall be secured by that certain
Security Agreement, dated as of the date hereof, by and among Splinternet
Holdings, Inc., Splinternet Communications, Inc., a Connecticut corporation,
and
Xxxxx X. Xxxxxxx.
4. Miscellaneous.
(a) Maker
shall be responsible for all costs and expenses, including court costs and
reasonable attorneys’ fees incurred in connection with collection of payments
due under this Note.
(b) This
Note
shall be governed by and interpreted in accordance with the laws of the State
of
Connecticut applicable to agreements made and to be performed within such State.
Maker (i) hereby irrevocably submits to the jurisdiction of the state courts
of
the State of Connecticut and the jurisdiction of the United States District
Courts in the State of Connecticut for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, or the subject matter hereof
brought by Xxxxxx, and (ii) hereby waives and agrees not to assert, by way
of
motion, as a defense, or otherwise, in any such suit, action or proceeding,
any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution,
that
the suit, action or proceeding is brought in an inconvenient forum, that the
venue of the suit, action or proceeding is improper or this Note or the subject
matter hereof may not be enforced in or by such court, and (iii) hereby waives
in any such action, suit, or proceeding any offsets or counterclaims. Maker
hereby consents to service of process by certified mail or by a nationally
recognized overnight delivery service at its address set forth herein and agrees
that this submission to jurisdiction and this consent to service of process
by
mail or overnight delivery is made for the express benefit of Holder. Final
judgment against Maker in any such action, suit or proceeding shall be
conclusive, and may be enforced in other jurisdictions (i) by suit, action
or
proceeding on the conclusive evidence of the fact and of the amount of any
indebtedness or liability of Maker therein described, or (ii) in any other
manner provided by or pursuant to the laws of such other jurisdiction;
provided,
however,
that
Holder may at its option bring suit, or institute other judicial proceedings,
against Maker or any of their assets in any state or Federal court of the United
States or of any country or place where Maker or its assets may be
found.
(c) MAKER
HEREBY WAIVES ITS RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS NOTE.
The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that related to the subject matter of this
Note, including without limitation, contract claims, tort claims, breach of
duty
claims, and all other common law and statutory claims. Maker hereby acknowledges
that this waiver is a material inducement to enter into a business relationship,
that Xxxxxx has already relied on the waiver in entering into this Note and
that
Holder will continue to rely on the waiver in related future dealings. This
waiver shall apply to any subsequent amendments, renewals, supplements or
modifications to this Note.
(d) All
notices, consents and other communications provided for in this Note or
otherwise required by law shall be in writing and may be given to or made upon
the respective parties at the addresses specified in the first paragraph of
this
Note. Notices shall be effective upon the date of receipt; provided, however,
that a notice sent by certified or registered U.S. mail, with postage prepaid,
shall be presumed received no later than three (3) business days following
the
date of mailing.
(e) Time
is
of the essence with respect to this Note.
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IN
WITNESS WHEREOF,
this
Note has been executed and delivered by Maker on the ___ day of ____________,
20__.
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Title:
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