Attached files
file | filename |
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8-K - CURRENT REPORT - IOTA COMMUNICATIONS, INC. | iotc_8k.htm |
EX-10.3 - SIDE LETTER AGREEMENT - IOTA COMMUNICATIONS, INC. | iotc_ex103.htm |
EX-10.2 - PROMISSORY NOTE - IOTA COMMUNICATIONS, INC. | iotc_ex102.htm |
Exhibit
10.1
PROMISSORY NOTE DUE MARCH 31, 2020
$1,000,000.00
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Issuance Date:
December 31, 2019
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For
value received, IOTA Communications, Inc., a Delaware corporation
(the “Borrower”), hereby
promises to pay to Link Labs, Inc., a Delaware corporation (the
“Lender”), the aggregate
principal amount of $1,000,000.00 (the “Principal”), or such
lesser amount as may then be outstanding hereunder, and all
interest due thereon, on the terms and conditions set forth in this
Promissory Note (this “Note”).
1. Interest.
Interest on the Principal, or such lesser amount as may be
outstanding hereunder from time to time, shall accrue from the date
hereof until payment in full, at a fixed rate equal to the
Applicable Federal Rate if paid in full when due, provided that the
interest rate shall be eighteen percent (18%) per annum on any
overdue amounts for all periods following the overdue date until
paid. Interest shall be calculated on the basis of a 365 day year
for the actual number of days elapsed, and shall be compounded
quarterly.
2. Maturity.
Except as otherwise provided pursuant to this Note, all outstanding
principal and interest owing hereunder (the “Outstanding Amount”)
shall be paid on March 31, 2020 (the “Maturity
Date”).
3. Prepayment.
This Note shall be prepayable, without penalty, at any time by the
Borrower.
4. Termination.
The obligations of the Borrower pursuant to this Note shall remain
in full force and effect until the Outstanding Amount shall have
been indefeasibly paid in full in immediately available funds in
accordance with the terms hereof, at which time this Note shall
automatically terminate without any further action
required.
5. Event of
Default. Each of the
following shall constitute an “Event of Default”
hereunder:
(a) the Borrower fails
to pay timely the Outstanding Amount within ten days of such amount
becoming due and payable pursuant to this Note;
(b) the Borrower shall:
(i) discontinue its business; (ii) apply for or consent
to the appointment of a receiver, trustee, custodian or liquidator
of it or a substantial part of its property; (iii) admit in
writing its inability to pay its debts as they mature;
(iv) make a general assignment for the benefit of creditors;
or (v) file a voluntary petition in bankruptcy, or a petition
or an answer seeking reorganization or an arrangement with
creditors or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation laws
or statutes, or an answer admitting the material allegations of a
petition filed against it in any proceeding pursuant to any such
law; or
(c) there shall be
filed against the Borrower an involuntary petition seeking
reorganization of the Borrower or the appointment of a receiver,
trustee, custodian or liquidator of the Borrower or a substantial
part of its assets, or an involuntary petition pursuant to any
bankruptcy, reorganization or insolvency law of any jurisdiction,
whether now or hereafter in effect (any of the foregoing petitions
being hereinafter referred to as an “Involuntary Petition”),
and such Involuntary Petition shall not have been dismissed within
thirty days after it was filed.
Remedies.
Upon the occurrence of any Event of Default, the Lender may declare
the Outstanding Amount immediately due and payable, whereupon said
principal and interest shall be immediately due and payable without
presentment, demand, protest or other notice of any kind, each of
which is expressly waived by the Borrower. Further, the Lender
shall have all rights and remedies not inconsistent herewith as
provided by law or in equity. No exercise by the Lender of one
right or remedy shall be deemed an election, and no waiver by the
Lender of any Event of Default shall be deemed a continuing waiver
of such Event of Default or the waiver of any other Event of
Default.
6. Usury.
In no event shall the interest rate payable pursuant to this Note
exceed the highest rate permissible pursuant to any law that a
court of competent jurisdiction shall, in a final determination,
deem applicable. The Borrower and the Lender, in executing and
delivering this Note, intend legally to agree upon the rate of
interest and manner of payment stated within it; provided, however,
that, anything contained herein to the contrary notwithstanding, if
such rate of interest or manner of payment exceeds the maximum
allowable pursuant to applicable law, then, as of the date of this
Note, the Borrower is and shall be liable only for the payment of
such maximum as allowed by law, and payment received from the
Borrower in excess of such legal maximum, whenever received, shall
be applied to reduce the principal balance of any remaining
obligations to the extent of such excess.
7. Miscellaneous.
(a) Transfers. The Borrower shall
maintain a register indicating the holder of this Note and all
payments made hereunder shall be to the registered holder. This
Note may be transferred only upon its surrender to the Borrower for
registration of transfer, duly endorsed, or accompanied by a duly
executed written instrument of transfer in form satisfactory to the
Borrower. Thereupon, this Note shall be reissued to, and registered
in the name of, the transferee, or a new note for like principal
amount and interest shall be issued to, and registered in the name
of, the transferee. Interest and principal shall be paid solely to
the registered holder of this Note.
(b) Successors and Assigns. This
agreement is binding upon, and inures to the benefit of, the
Borrower and the Lender and their respective successors and
assigns.
(c) Amendment and Waiver. No
amendment, modification or waiver of the terms of this Note shall
be binding unless placed in writing and fully executed by the
Borrower and the Lender. Failure to enforce any provisions of this
Agreement shall not constitute a waiver of any of the terms and
conditions hereof.
(d) Severability. If any provision of this Note is
declared void, such provision shall be deemed severed from this
Note, which shall otherwise remain in full force and
effect.
(e) Counterparts. This Note may be executed in
counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, but all of which
together shall constitute one and the same instrument.
(f) Governing Law. This Note shall
in all respects be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware, without regard
to its conflicts of laws principles.
(g) Waiver of Jury Trial. EACH OF
THE BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING PURSUANT TO OR RELATING TO THIS NOTE AND AGREES
THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT
A JURY.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have
executed this Promissory Note, as of the date first set forth
above.
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BORROWER:
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IOTA COMMUNICATIONS, INC. |
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By:
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/s/ Terrence
DeFranco
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Name: Terrence
DeFranco
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Title:
Chief
Executive Officer
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LENDER:
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LINK LABS, INC. |
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By:
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/s/ Jennifer
Halstead
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Name: Jennifer
Halstead
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Title:
Chief
Financial Officer
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