Attached files
file | filename |
---|---|
8-K - FORM 8-K - Exactus, Inc. | exdi8k_june282017.htm |
Exhibit 10.1
EXACTUS, INC.
PROMISSORY NOTE
$100,000
|
June 28,
2017
|
FOR
VALUE RECEIVED, the undersigned, Exactus, Inc., a Nevada
corporation (“Borrower”), promises to
pay to the order of Timothy Ryan and Philip J. Young (collectively,
“Lenders”), at such place
as may be designated in writing by the legal holder hereof, the
principal sum of One Hundred Thousand and 00/100 Dollars
($100,000.00), or so much thereof as Borrower may draw from time to
time under this Promissory Note (this “Note”), together with
interest (computed on the basis of a 365-day year for the actual
number of days elapsed) from the date hereof on the unpaid balance
of such principal amount from time to time outstanding at the rate
of eight percent (8.0%) per annum until paid in full as provided
herein.
All
outstanding principal and any accrued interest on this Note shall
be due and payable on the earlier of (i) one (1) year from the date
hereof, and (ii) the closing of a Financing (as defined below). For
purposes of this Note, a “Financing” means the sale
of securities by Borrower in a single transaction or a series of
related transactions from which at least $500,000 of gross proceeds
are raised.
The
undersigned stipulates that this Note shall be governed by and
construed under the laws of the Commonwealth of Virginia, without
reference to its conflicts of laws provisions.
No
amendment, modification, termination or waiver of any provision of
this Note, nor any consent to any departure by Borrower from any
term of this Note, shall in any event be effective unless it is in
writing and signed by Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose given. In the event that any provision of this
Note is determined to be invalid or unenforceable, such invalidity
or unenforceability shall not affect the validity or enforceability
of the remaining provisions of this Note.
This
Note shall apply to and bind Borrower and its successors and
assigns, and shall inure to the benefit of Lenders, their
successors and assigns; provided, that nothing herein shall
authorize Borrower to assign any of its rights or obligations under
this Note without Lenders’ prior consent.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned has caused this Note to be
executed as of the date first above written.
|
BORROWER:
|
|
|
|
|
|
|
|
EXACTUS, INC., a Nevada
corporation
|
|
|
|
|
|
|
|
By:
|
/s/
Kelley A. Wendt
|
|
|
Name:
|
Kelley A.
Wendt
|
|
|
Title:
|
Chief Financial
Officer
|
|