Demand Note
Demand Note
Demand Note
1. Defined Terms. As used in this Note, (i) the term “Lender” means the holder of
this Note, (ii) the term “Indebtedness” means the principal of, interest on, and any other
amounts due at any time under this Note including prepayment premiums, late charges,
2. Address for Payment. All payments due under this Note shall be payable at
________________, Baltimore, Maryland 21218 or such other place as may be designated by
notice to Borrower from or on behalf of Lender.
Borrower shall pay the entire principal amount plus the Loan Premium along with any
other amounts outstanding with respect to the Indebtedness (“Full Amount”) within ten (10)
business days of Lender’s demand therefor (“Lender Demand”). Lender may, at its option
accept partial payments of the Full Amount Provided that any such partial payments shall not be
deemed to be subject to the Loan Premium.
Lender shall not make any Lender Demand on a date that is before April 21, 2012. At the
end of the term, Lender shall have the right to convert the debt into equity in Economoms Daily
Deals, Inc. in lieu of repayment.
4. Late Charge. If the Full Amount is not received by Lender within ten (10) days
after the Lender Demand (unless applicable law requires a longer period of time before a late
charge may be imposed, in which event such longer period shall be substituted), Borrower shall
pay to Lender, immediately and without demand by Lender, a late charge equal to three percent
(3%) of the Full Amount (unless applicable law requires a lesser amount be charged, in which
event such lesser amount shall be substituted). Borrower acknowledges that its failure to make
timely payments will cause Lender to incur additional expenses in servicing and processing the
loan evidenced by this Note (the “Loan”), and that it is extremely difficult and impractical to
determine those additional expenses. Borrower agrees that the late charge payable pursuant to
this Paragraph represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional expenses Lender will incur by reason of such
late payment. The late charge is payable in addition to, and not in lieu of, any interest payable at
the Default Rate pursuant to Paragraph 8.
5. Default Rate. So long as the payment of the Full Amount remains past due for
sixty (60) days or more interest shall accrue on the Full Amount from its due date at a rate (the
“Default Rate”) equal to the lesser of (i) seven percent (7%) per annum compounded daily and
(ii) the maximum interest rate which may be collected from Borrower under applicable law.
Borrower also acknowledges that its failure to make timely payments will cause Lender to incur
additional expenses Borrower acknowledges that, during the time that any due under this Note is
delinquent for more than thirty (30) days Lender’s risk of nonpayment of this Note will be
materially increased and Lender is entitled to be compensated for such increased risk. Borrower
agrees that the increase in the rate of interest payable under this Note to the Default Rate
represents a fair and reasonable estimate, taking into account all circumstances existing on the
date of this Note, of the additional costs and expenses Lender will incur by reason of the
Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for
the increased risks of nonpayment associated with a delinquent loan.
6. Costs and Expenses. To the fullest extent allowed by applicable law, Borrower
shall pay all expenses and costs, including fees and out-of-pocket expenses of attorneys and
expert witnesses and costs of investigation, incurred by Lender as a result of any default under
this Note or in connection with efforts to collect any amount due under this Note, including those
incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any
action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial
foreclosure proceeding.
9. Loan Charges. Neither this Note nor any documents related hereto shall be
construed to create a contract for the use, forbearance or detention of money requiring payment
of interest at a rate greater than the maximum interest rate permitted to be charged under
applicable law. If any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower in connection with the Loan is interpreted so that any interest or
other charge provided for in this Note violates that law, and Borrower is entitled to the benefit of
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that law, that interest or charge is hereby reduced to the extent necessary to eliminate that
violation.
11. Counting of Days. Except where otherwise specifically provided, any reference
in this Note to a period of “days” means calendar days, not Business Days.
12. Governing Law. This Note shall be governed by the law of the State of
Maryland.
13. Captions. The captions of the paragraphs of this Note are for convenience only
and shall be disregarded in construing this Note.
If to Lender:
XXXXXXXXXXXXXXXXXXX
______________________
Baltimore, Maryland 21223
If to Borrower:
Luke T. Cooper
207 Chancery Road
Baltimore, Maryland 21218
Any modification or amendment to this Note shall be ineffective unless in writing signed by the
party sought to be charged with such modification or amendment.
15. Consent to Jurisdiction and Venue. Borrower agrees that any controversy
arising under or in relation to this Note shall be litigated exclusively in State of Maryland
Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such
litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual
residence or otherwise.
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16. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER EACH (A)
AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE
ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES
AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B)
WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO
THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN, KNOWINGLY AND
VOLUNTARILY AS BORROWER HAS COMPETENT LEGAL COUNSEL.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note. Borrower
intends that this Note shall be deemed to be signed and delivered as a sealed instrument.
XXXXXXXXXXXXXXXXXXX, LLC
Joe Barney
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