Attached files
| file | filename |
|---|---|
| 10-K - Vicapsys Life Sciences, Inc. | v185945_10k.htm |
| EX-21 - Vicapsys Life Sciences, Inc. | v185945_ex21.htm |
| EX-23 - Vicapsys Life Sciences, Inc. | v185945_ex23.htm |
| EX-32 - Vicapsys Life Sciences, Inc. | v185945_ex32.htm |
| EX-31.1 - Vicapsys Life Sciences, Inc. | v185945_ex31-1.htm |
| EX-31.2 - Vicapsys Life Sciences, Inc. | v185945_ex31-2.htm |
| EX-10.30 - Vicapsys Life Sciences, Inc. | v185945_ex10-30.htm |
| EX-10.28 - Vicapsys Life Sciences, Inc. | v185945_ex10-28.htm |
| EX-10.27 - Vicapsys Life Sciences, Inc. | v185945_ex10-27.htm |
EXHIBIT
10.29
PROMISSORY
NOTE
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$125,000
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West
Palm Beach, Florida
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April
20,
2010
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FOR VALUE RECEIVED, SSGI, Inc., a
Florida corporation (“Maker”), hereby
promises to pay to the order of Ryan Seddon, an individual resident of the State
of Florida, or his successors or assigns, as the case may be (“Payee”), at 5391 S.W.
Windward Way, Palm City, Florida 34990, or such other place as may be specified
in writing by Payee, the principal sum of One Hundred and Twenty-five Thousand
Dollars ($125,000.00), plus interest at the rate of 5% per annum (compounded
annually on each December 31) on the unpaid principal balance.
1. The
entire unpaid principal balance of this Promissory Note plus all accrued but
unpaid interest thereon shall be due and payable in full on December 31,
2011.
2. Maker
shall have the right to prepay all or any part of this Promissory Note at any
time without penalty or premium, but any such prepayment shall be applied first
to the payment of accrued interest and then to the outstanding principal
balance.
3. Upon
the occurrence of an event of default, Payee may, at Payee’s option, declare the
unpaid principal amount and any accrued interest thereon immediately due and
payable. The following shall constitute “events of default” for purposes of this
Promissory Note:
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(a)
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Failure
of Maker to make timely payments of any amounts due hereunder, which is
not cured within two (2) days after written notice of such nonpayment is
delivered to Maker;
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(b)
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There
shall have been filed or commenced against Maker an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or an action shall have been commenced to appoint a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of Maker’s property
or for the winding-up or liquidation of Maker’s affairs and such action or
proceeding shall not have been dismissed within sixty (60) days;
or
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(c)
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Maker
shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; or shall
consent to the entry of an order for relief in an involuntary case under
any such law; or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
similar official) of Maker or of any substantial part of its property; or
shall make any general assignment for the benefit of creditors; or shall
take any action in furtherance of any of the
foregoing.
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4. Maker
hereby waives presentment for payment, notice of dishonor, protest and notice of
protest and, in the event of default hereunder, Maker agrees to pay all costs of
collection, including reasonable attorneys’ fees.
5. Regardless
of any provision contained in this Promissory Note, Payee shall never be
entitled to receive, collect or apply, as interest on this Promissory Note, any
amount in excess of the maximum lawful rate permitted by applicable law and, in
the event Payee ever receives, collects or applies as interest any such excess,
such amount that would be excessive interest shall be deemed a partial
prepayment of principal and treated under this Promissory Note as such by Maker.
In determining whether or not the interest paid or payable on this Note exceeds
such maximum lawful rate, Maker and Payee shall, to the maximum extent permitted
under applicable law, (a) characterize any nonprincipal payment as an expense,
fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) amortize, prorate, allocate and spread, in equal
parts, the total amount of interest throughout the entire contemplated term of
this Promissory Note so that the interest rate does not exceed the maximum
lawful rate at any time during the entire term of this Promissory
Note. However, if this Promissory Note is paid in full prior to the
scheduled maturity hereof, and if the interest received for the actual period of
existence thereof exceeds such maximum lawful rate, Payee shall refund the
amount of such excess and shall not be subject to any applicable penalties
provided by any laws for contracting for, charging, taking, reserving or
receiving interest in excess of such maximum lawful rate.
6. THIS
PROMISSORY NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID
STATE. Each of Maker and Payee (a) hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the Southern District of
Florida and the courts of the State of Florida located in Palm Beach County,
Florida, for the purposes of any suit, action or proceeding arising out of or
relating to this Promissory Note, and (b) hereby waives, and agrees not to
assert in any such suit, action or proceeding, any claim that he or it is not
personally subject to the jurisdiction of any such court, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper.
[Remainder
of page intentionally left blank; signature page to follow.]
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IN WITNESS WHEREOF, Maker has executed
this Promissory Note as of the date first above written.
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SSGI,
INC.
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By:
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/s/
Michael W. Yurkowsky
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Michael
W. Yurkowsky, Director
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