Attached files
| file | filename |
|---|---|
| 10-K/A - Future Now Group Inc. | v168448_10ka.htm |
| EX-21 - Future Now Group Inc. | v168448_ex21.htm |
| EX-31.1 - Future Now Group Inc. | v168448_ex31-1.htm |
| EX-32.1 - Future Now Group Inc. | v168448_ex32-1.htm |
| EX-10.18 - Future Now Group Inc. | v168448_ex10-18.htm |
| EX-10.19 - Future Now Group Inc. | v168448_ex10-19.htm |
SECURED
PROMISSORY NOTE
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$20,567.00
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December
2, 2009
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FOR VALUE RECEIVED, Future Now Group,
Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Professional
Offshore Opportunity Fund, Ltd., an entity, or its successors and assigns (the
“Payee”), at 1400 Old Country Road, Suite 206, Westbury, New York 11590, or to
such other address as Payee shall provide in writing to the Maker for such
purpose, a principal sum of Twenty Thousand Five Hundred Sixty Seven Dollars
(U.S. $20,567.00) (the “Principal Amount”).
1.
Payments and
Maturity. The Principal Amount and any accrued and unpaid
interest hereunder shall be repaid in full on June 2, 2010 (the “Maturity
Date”), or on such earlier date as such principal amount may earlier become due
and payable pursuant to the terms hereof.
2. Interest Rate.
Interest shall accrue on the unpaid principal amount of this Secured Promissory
Note (the “Note”) at the rate of 12% per annum from the date of the first making
of the loan for such principal amount until such unpaid principal amount is paid
in full. Interest hereunder shall be paid quarterly or on such
earlier date as the principal amount under this Note becomes due and payable and
shall be computed on the basis of a 360-day year for the actual number of days
elapsed.
3. Mandatory Prepayment Upon
Triggering Events. Upon the occurrence of a Triggering Event (as defined
below), the Payee shall have the right (in addition to all other rights it may
have hereunder, under the Security Agreement, the Guaranty, or under applicable
law), exercisable at the sole option of the Payee, to require the Maker to
prepay all or a portion of the outstanding principal amount of this Note plus
all accrued and unpaid interest thereon, which shall be due and payable within
fifteen (15) Business Days of the date on which the notice for the payment
therefor is provided by the Payee. If the Maker fails to pay such
payment hereunder in full pursuant to this Section on the date such amount is
due in accordance with this Section, the Maker will pay interest thereon at a
rate of 17% per annum (or such lesser amount permitted by applicable law),
accruing daily from such date until such amount, plus all such interest thereon,
is paid in full.
A
“Triggering Event” means any one or more of the following events (whatever the
reason and whether it shall be voluntary or involuntary. or effected by
operation of law or pursuant to any judgment, decree or order of any court. or
any order, rule or regulation of any administrative or governmental
body):
(i) any
default in the payment of the principal of interest on or other payments owing
in respect of this Note, free of any claim of subordination, as and when the
same shall become due and payable;
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(ii) the
Maker or any of its subsidiaries shall commence or there shall be commenced
against the Maker or any such subsidiary a case under any applicable bankruptcy
or insolvency laws as now or hereafter in effect or any successor thereto; or
the Maker commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Maker or any subsidiary thereof or there is commenced against the Maker or
any subsidiary thereof any such bankruptcy, insolvency or other proceeding which
remains undismissed for a period of 60 days; or the Maker or any subsidiary.
thereof is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Maker or any
subsidiary thereof suffers any appointment of any custodian or the like for it
or any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Maker or any subsidiary thereof makes a general
assignment for the benefit of creditors; or the Maker shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or the Maker or any subsidiary thereof shall call
a meeting of its creditors with a view to arranging a composition, adjustment or
restructuring of its debts; or the Maker or any subsidiary thereof shall by any
act or failure to act indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Maker or
any subsidiary thereof for the purpose of effecting any of the
foregoing;
(iii) the
Maker shall fail to observe or perform any other covenant, agreement or warranty
contained in, or otherwise commit any breach of, the Security Agreement or the
Guaranty, and such failure or breach shall not, if subject to the possibility of
a cure by the Maker, have been remedied within fifteen (15) days after the date
on which notice of such failure or breach shall have been given.
4. Secured Obligation.
The obligations under this Note are secured by and pursuant to the Security
Agreement and the Guaranty (each as defined in Section 13).
5. No Waiver of Payee’s Rights,
etc. All payments of principal and interest shall be made
without setoff, deduction or counterclaim. No delay or failure on the
part of the Payee in exercising any of its options, powers, or rights, nor any
partial or single exercise of its options, powers or rights shall constitute a
waiver thereof or of any other option, power or right, and no waiver on the part
of the Payee of any of its options, powers or rights shall constitute a waiver
of any other option, power or right. The Maker hereby waives
presentment of payment, protest, and and notices or demands in connection with
the delivery, acceptance, performance, default or endorsement of this
Note. Acceptance by the Payee of less than the full amount due and
payable hereunder shall in no way limit the right of the Payee to require full
payment of all sums due and payable hereunder in accordance with the terms
hereof.
6. Modifications. No
term or provision contained herein may be modified, amended or waived except by
written agreement or consent signed by the party to be bound
thereby.
7. Cumulative Rights and
Remedies; Usury. The rights and remedies of the Payee
expressed herein are cumulative and not exclusive of any rights and remedies
otherwise available. If it shall be found that any interest outstanding
hereunder shall violate applicable laws governing usury, the applicable rate of
interest outstanding hereunder shall be reduced to the maximum permitted rate of
interest under such law.
8. Collection
Expenses. If this obligation is placed in the hands of an
attorney for collection after default, and provided the Payee prevails on the
merits in respect to its claim of default, the Maker shall pay (and shall
indemnify and hold harmless the Payee from and against), all reasonable
attorneys’ fees and expenses incurred by the Payee in pursuing collection of
this Note.
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9. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
shall inure to the benefit of the Payee and its successors and assigns. The term
“Payee” as used herein, shall also include any endorsee, assignee or other
holder of this Note.
10. Lost or Stolen Promissory
Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the
Maker shall execute and deliver to the Payee a new promissory note containing
the same terms, and in the same form, as this Note. In such event,
the Maker may require the Payee to deliver to the Maker an affidavit of lost
instrument and customary indemnity in respect thereof as a condition to the
delivery of any such new promissory note.
11. Due
Authorization. This Note has been duly authorized, executed
and delivered by the Maker and is the legal obligation of the Maker, enforceable
against the Maker in accordance with its terms.
12. Governing
Law. This Note shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the county of New York, State of New York, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Note and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.
13. Definitions. For the
purposes hereof, the following terms shall have the following
meanings:
“Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of Florida or State of California
are authorized or required by law or other government action to
close.
“Guaranty” mean that
Secured Continuing Unconditional Guaranty dated as of December 2, 2009 by Future
Now, Inc., Intellectual Property Licensing Group, Inc., Elemental Business, Inc.
and Future Now Consulting, Inc. (collectively, the “Guarantors”) in favor of
Payee.
“Person” means a
corporation, an association, a partnership, limited liability company an
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.
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“Security Agreement”
means the Security Agreement dated as of December 2, 2009 and amended as of the
date hereof between the Maker, the Payee and the Guarantors, as amended modified
or supplemented from time to time in accordance with its terms.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Maker has
caused this Secured Promissory. Note to be duly executed and delivered as of the
date first set forth above.
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PAYEE
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FUTURE
NOW GROUP, INC.
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By:
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Name
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Title
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