EX-10.1 2 msrt8k033116ex10_1.htm SENIOR SECURED PROMISSORY NOTE
$156,000.00 March 23, 2016
FOR VALUE RECEIVED, Santino Walter Productions, LLC, a Colorado limited liability company, its successors and assigns ("Maker"), hereby promises to pay to the order of MassRoots, Inc., a Delaware corporation, or its successors or assigns ("Payee"), the amount of ONE HUNDRED and FIFTY SIX THOUSAND DOLLARS ($156,000.00), the “Note”):
| 1. | | Original Issuance Discount Note. This Note is an original issuance discount note based on gross proceeds loaned by the Payee to the Maker of $130,000 on the issuance date hereof. |
| 2. | | Payments. All unpaid principal and all other amounts payable hereunder shall be due and payable no later than sixty (60) days from the date of issuance of this Note (“Maturity Date”). |
| 3. | | Prepayment. Maker may prepay all or any portion of the unpaid principal balance of this Note at any time, or from time to time, without penalty or premium. |
| 4. | | Application and Place of Payments. Payments received by Payee with respect to the indebtedness evidenced hereby shall be applied in such order and manner as Payee in its sole and absolute discretion may elect. Unless Payee otherwise elects, payments received by Payee shall be applied first to the principal balance then outstanding hereunder, and the remainder to Additional Sums (as hereinafter defined) or other costs or added charges provided for in this Note. Payments hereunder shall be made at the address for Payee set forth below or at such other address as Payee may specify to Maker in writing. |
| 5. | | Security. This Note is secured by the assets of the Maker. The Maker hereby grants and otherwise pledges to the Payee a continuing security interest in all of the present and future rights, title and interests of the Maker in and to certain property, and each item thereof, all whether now or hereafter existing, or owned or acquired by the Maker, or now or hereafter arising or due or to become due, wherever such property may be located, together with all substitutions for, replacements of, additions to, accessions to, and products, proceeds and records of any and all of the following property listed on Exhibit A attached hereto (collectively, the “Collateral”). |
| 6. | | Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, and other amounts payable hereunder, at the election of Payee, shall become immediately due and payable, without any notice to Maker, provided that in the case of any of the Events of Default in paragraphs (b), (c) or (d) below, the remainder of the debt evidenced hereby shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Maker: |
| a. | | Nonpayment of principal, or other amounts when the same shall become due and payable hereunder; or |
| b. | | The failure of Maker to comply with any provision of this Note; or |
| c. | | Breach by the Maker of any representation, warranty or other provision contained in that certain Letter Agreement or License Agreement between the Maker and the Payee, dated as of the date hereof; or |
| d. | | The dissolution, winding-up, liquidation or termination of the existence of Maker or the sale or disposition of substantially all of the assets of Maker's business; or |
| e. | | The making by Maker of an assignment for the benefit of its creditors; or |
| f. | | The appointment of a receiver for Maker or the involuntary filing against Maker, which is not stayed or dismissed within 30 days of filing, or the voluntary filing by Maker of a petition or application for relief under federal bankruptcy law or any similar state or federal law. |
| 7. | | Contracted For Interest. |
| a. | | Maker agrees to pay an effective contracted amounts as provided in this Note, plus the amounts resulting from the Additional Sums. The Additional Sums shall consist of all fees, charges, goods, things in action, or any other sums or things of value paid or payable by Maker, pursuant to this Note, that may be deemed to be interest for the purpose of any law of the state of Delaware that may limit the maximum amount of interest to be charged with respect to this lending transaction. The Additional Sums shall be deemed to be interest for the purposes of any such law only. |
| b. | | Maker understands and believes that this transaction complies with the usury laws of the state of Delaware; however, if any other charges in connection with this transaction are ever determined to exceed the maximum amount permitted by law, then Maker agrees that (i) the amount of interest or charges payable pursuant to this transaction shall be reduced to the maximum amount permitted by law; and (ii) any excess amount previously collected from Maker in connection with this transaction, which exceeded the maximum amount permitted by law, will be credited against the principal balance then outstanding hereunder. If the outstanding principal balance hereunder has been paid in full, the excess amount paid will be refunded to Maker. |
| 8. | | Costs of Collection. Maker agrees to pay all costs of collection, including, without limitation, attorneys' fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level), in the event any payment of principal, or other amount is not paid when due, or if at any time Payee should incur any attorneys' fees in any proceeding under any federal bankruptcy law (or any similar state or federal law) in connection with the obligations evidenced hereby. In the event of any court proceeding, court costs and attorneys' fees shall be set by the court and not by the jury and shall be included in any judgment obtained by Payee. |
| 9. | | No Waiver by Payee. Maker hereby waives presentment, protest, notice of dishonor, and notice of acceleration of maturity. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past-due installment, or other indulgence granted from time to time shall be construed as a novation of this Note or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note or to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law. No extension of the time for payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Payee agrees otherwise in writing. Maker agrees to continue to remain bound for the payment of principal, interest, and all other sums due under this Note notwithstanding any changes by way of release, surrender, exchange, modification, substitution of, failure to perfect or maintain perfection of any security for this Note. No delay or failure of Payee in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof. |
| 10. | | Governing Law. This Note shall be construed in accordance with and governed by the laws of the state of Delaware without regard to the choice of law rules of the state of Colorado. |
| 11. | | Time of Essence. Time is of the essence of this Note and each and every provision hereof. |
| 12. | | Conflicts; Inconsistency. In the event of any conflict or inconsistency between the provisions of this Note and the provisions of any one or more of the other documents executed in connection with this transaction, the provisions of this Note shall govern and control to the extent necessary to resolve such conflict or inconsistency. |
| 13. | | Amendments. No amendment, modification, change, waiver, release, or discharge hereof and hereunder shall be effective unless evidenced by an instrument in writing and signed by the party against whom enforcement is sought. |
| 14. | | Severability. The invalidity of any provision of this Note or portion of a provision shall not affect the validity of any other provision of this Note or the remaining portion of the applicable provision. |
| 15. | | Binding Nature. The provisions of this Note shall be binding upon and inure to the benefit of Maker and Payee and their respective heirs, personal representatives, successors, and assigns, as applicable. |
| 16. | | Notices. All notices, requests, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given, made, and received when delivered against receipt, upon receipt of a facsimile transmission, or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: |
If to Maker:
Santino Walter Productions
c/o Robert J. Corry, Jr., General Counsel
Law Office of Corry & Associates
437 West Colfax Ave., Suite 300
Denver, CO 80204
If to Payee:
MassRoots, Inc.
1624 Market St, Ste 201
Denver, CO 80202
Attention: Isaac Dietrich
Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice.
| 17. | | Construction. Maker and Payee participated in the drafting of this Note, and this document was reviewed by the respective legal counsel for Maker and Payee. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be applied to the interpretation of this Note. The language of this Note shall be construed as a whole according to its fair meaning. The word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." No inference in favor of, or against, Maker or Payee shall be drawn from the fact that one party has drafted any portion hereof. |
IN WITNESS WHEREOF, Maker has executed this Note as of the date first set forth above.
Santino Walter Productions, LLC
By: /s/ Santino Walter
Its: Chief Executive Officer
EXHIBIT A
COLLATERAL
