Attached files
Exhibit 10.1
EMPIRE GLOBAL CORP.
PROMISSORY NOTE
Due October 31, 2014
For good and valuable consideration, EMPIRE GLOBAL CORP. hereby promises to pay
to PAYMOBILE INC., on October 31, 2014 or on such earlier date as the principal
amount hereof may become due in accordance with the provisions hereof, the sum
of EIGHTY-FIVE THOUSAND (CDN$85,000.00) CANADIAN DOLLARS, on presentation and
surrender of this Note at the Corporation's Address (as hereinafter defined) and
to pay all other amounts owing hereunder, both before and after default,
maturity and judgments, on such dates and in such manner as set forth in
Section 2 of this Note.
1. Interpretation
1.1 Definitions. The following words and phrases whenever used in this Note
shall have the following meanings, unless there is something in the context
otherwise inconsistent therewith.
(a) "Business Day" shall mean a day (other than a Saturday or Sunday) on
which banks are open for ordinary banking business in Toronto,
Ontario;
(b) "Corporation" shall mean Empire Global Corp. a corporation
incorporated under the laws of the State of Delaware;
(c) "Corporation Address" shall mean 671 Westburne Dr., Concord, Ontario
L4K 4Z1.
(d) "Event of Default" shall mean any of the following events:
(i) the Corporation shall fail to make any payment of the principal
owing on this Note when due or any other amount owing hereunder
when due;
(ii) the Corporation shall fail to perform or observe any other term,
covenant or agreement contained in this Note on its part to be
performed or observed and after written notice containing
particulars of the default shall have been given to the
Corporation by the Holder, the Corporation shall not have,
within ten (10) days following delivery of such notice, cured
such default or commenced proceedings to cure such default and
having timely commenced such proceedings proceed to diligently
prosecute such proceedings;
(iii) the Corporation institutes any proceedings or takes any
corporate action or executes any agreement to authorize its
participation in or commencement of any proceeding or any
proceeding is commenced against the Corporation:
(1) seeking to adjudicate it as bankrupt or insolvent; or
(2) seeking liquidation, dissolution, winding up,
reorganization, arrangement, protection, relief or
composition of it or any of its property or debt or making
a proposal with respect to it under any law relating to
bankruptcy, insolvency, reorganization or compromise of
debts or other similar laws (including, without limitation,
any application for reorganization under the Bankruptcy and
Insolvency Act (Canada) or any reorganization, arrangement
or compromise of debt under the laws of its jurisdiction of
incorporation);
(3) seeking appointment of a receiver, trustee, agent, custodian
or other similar official for it or for any substantial part
of its properties and assets;
unless such proceeding has not been outstanding for more than sixty (60) days
and is being actively and diligently contested in good faith by appropriate
proceedings as determined by the Holder in its sole discretion and no judgment
or order has been made granting any relief being sought in such proceeding;
(f) "Holder" shall mean Paymobile Inc., or such other person who becomes a
holder of this Note;
(g) "Holder's Address" shall mean 171 East Liberty Street, Toronto,
Ontario M6K 3P6 or, in the event that a person other than Paymobile
Inc. becomes a holder of this Note, such address as such holder may
advise;
(h) "Maturity Date" shall mean October 31, 2014;
(i) "Note" shall mean this promissory note.
1.2 Currency. All amounts payable pursuant hereto shall be payable in lawful
money of the Canada.
1.3 Non-Business Days. If any day on which any principal or interest on this
Note is payable or by which any other action is required to be taken
hereunder is not a Business Day, such principal or interest shall be
payable or such other action shall be required to be taken on the next
succeeding day that is a Business Day.
1.4 Herein, hereto, etc. The words "herein", "hereto", "hereof" and similar
words refer, unless the context clearly indicates the contrary, to the
whole of this Note and not to any particular section, subsection or clause
thereof. The word "Section" refers to the particular section of this Note
unless otherwise indicated.
1.5 Number and Gender. Words importing the singular number only shall include
the plural and vice versa, words importing the use of any gender shall
include all genders and words importing persons shall include firms and
corporations and vice versa.
2. Payments
2.1 Payments of Interest. The principal outstanding under this Note shall bear
interest at the rate of two (2%) per cent per month, calculated monthly not
in advance, which interest shall be due and payable on the Maturity Date or
such earlier date as the principal of the Note may become due and payable
in accordance with the provisions hereof.
2.2 Prepayment. The Corporation may repay any portion of this Note at any time
or times prior to the Maturity Date without notice, penalty or bonus.
2.3 Payment at Maturity. The Corporation shall pay to the Holder an amount
equal to the principal amount of this Note then outstanding and any accrued
but unpaid interest thereon on the Maturity Date.
2.4 Method of Payment. Any payment of interest or principal hereunder shall be
payable by certified cheque delivered to the Holder or by wire transfer of
immediately available funds to a bank account designated by the Holder in
writing for such purpose. The receipt of such certified cheque or wire
transfer shall satisfy and discharge all liability for such principal or
interest as the case may be to the extent of the sum represented thereby.
3. Events of Default; Acceleration of Payment
3.1 Acceleration and Enforcement. Upon the occurrence and during the
continuance of an Event of Default, the Holder may demand payment of the
principal amount of this Note together with any accrued but unpaid interest
thereon then outstanding under the Note.
3.2 Notice. The Corporation shall promptly notify the Holder of any facts that
may give rise to an Event of Default or any facts that may give rise to any
event which, with notice or lapse of time or both, would constitute an
Event of Default under this Note.
3.3 Waiver. Upon the occurrence and during the continuance of any Event of
Default hereunder, the Holder shall have the power to waive any Event of
Default.
3.4 Payment of Costs and Expenses of Enforcement. The Corporation shall pay to
the Holder on demand all reasonable costs and expenses of the Holder in
connection with the Note, including, without limitation, in respect of any
steps or proceedings for the purpose of interpreting or enforcing its
rights under the Note in accordance with the terms and conditions hereof
and the Corporation shall reimburse the Holder for all reasonable legal and
other expenses incurred by the Holder as a result thereof.
4. Notice
Notice shall be served on the Holder or on the Corporation, respectively, by
delivering it by hand or sending by courier addressed to the Holder's Address or
the Corporation's Address, respectively. Each of the Holder and the Corporation
agrees to send written notification to the other of any change of address. Any
notice delivered by personal delivery shall be deemed to have been received on
the date of delivery to the person to whom it is addressed or if sent by
courier, shall be deemed to have been received on the first Business Day
immediately following the date on which it is sent to the person to whom it is
addressed.
5. Amendment
This Note may be modified or amended only if the parties hereto so agree in
writing.
6. Assignment
The Corporation may not assign or transfer any of its obligations hereunder
without the prior written consent of the Holder. The Holder may assign this
Note.
7. Governing Law
This Note shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
8. Severance
The invalidity or unenforceability of any provision of the Note or any covenant
herein contained shall not affect the validity or enforceability of any other
provision or covenant hereof or herein contained and the Note shall be construed
as if such invalid or unenforceable provision or covenant were omitted.
IN WITNESS WHEREOF the Corporation has caused this Note to be executed as of the
3rd day of October, 2014.
EMPIRE GLOBAL CORP.
/s/ Michele Ciavarella
-----------------------------------------
Name: Michele Ciavarella
Title: C.E.O
