Common use of Note Payments Clause in Contracts

Note Payments. (a) In consideration for the proceeds of the Notes and subject to the terms and conditions of this Agreement, the Company agrees to pay Monthly Payments to the Paying Agent (for the benefit of the Investors) in arrears by the 5th business day after the close of each month, commencing with the first full month ending after the Closing Date in which the Company generates revenues until the Company has paid 100% of the Total Payment to the Paying Agent (for the benefit of the Investors). (b) If the amount of a scheduled Monthly Payment exceeds the unpaid balance of the Total Payment, the Company shall pay to the Paying Agent (for the benefit of the Investors) an amount equal to the unpaid balance of the Total Payment in lieu of such Monthly Payment. Other than in connection with Section 4(i), in no event shall the Company be obligated to pay any amount to the Investors under this Section 4 in excess of the Total Payment. (c) If the Monthly Revenue for any month is equal to or less than zero, no Monthly Payment will be due to the Investors with respect to such month. (d) The Company may, in its sole discretion and without penalty, prepay the Notes in whole or in part; provided that such prepayment shall only be made in connection with a prepayment made to the Paying Agent (for the benefit of the Investors). Each partial prepayment made to the Paying Agent (for the benefit of the Investors) shall be in an amount of at least $5,000 without the prior consent of NextSeed. Each Investor is entitled to receive its proportionate share of each prepayment to the Paying Agent (for the benefit of the Investors) at the time of the next Monthly Payment (or the Maturity Date, if no Monthly Payment is scheduled before the Maturity Date). (e) For each tax year of the Company, in the event NextSeed determines that the aggregate payments made by the Company under this Agreement during such year is less than the amount that should have been paid based on the Company’s revenues reported in its federal tax return for such year (based on NextSeed’s review of such tax return), the Company will pay a true-up amount as necessary to the Paying Agent (for the benefit of the Investors), and each Investor will receive its proportionate share of such payment. (f) The Company and each Investor hereby authorize NextSeed to maintain records in which it may record, among other things, the Closing Date, the date and amount of any Monthly Payments or other payments made to the Investors, and the unpaid balance of the Notes, if any, on the Maturity Date. Absent manifest error, such records shall be conclusive evidence of amounts paid and payable under this Agreement and be binding upon the Company and the Investors. (g) All payments from the Company to the Paying Agent (for the benefit of the Investors) made pursuant to this Agreement shall be subject to a service fee in an amount equal to 1.0% of such payment (the “Service Fee”), which is withheld and paid to NextSeed at the time of such payment; provided that each such Service Fee shall be deemed to have been received by the Investors. (h) If, on the Maturity Date, the Investors have not received an aggregate amount of Monthly Payments and prepayments under this Agreement equal to the Total Payment, the Company shall, within 10 business days after the Maturity Date, pay to the Paying Agent (for the benefit of the Investors) an amount equal to the unpaid balance of the Total Payment. (i) If the Company’s payment of any Monthly Payment due hereunder is more than 10 business days late, the Company shall pay a late fee in an amount equal to 5.0% of such outstanding payment, to the extent permitted by applicable law. Each such fee shall be due and payable at the time of the next Monthly Payment (or the Maturity Date, if no Monthly Payment is scheduled before the Maturity Date). (j) Any payment received after 6:00 P.M. (U.S. Central Time) on a banking day by the Paying Agent is deemed received on the next banking day. (k) All payments under this Agreement or with respect to the Notes shall be applied first, toward payment of fees, expenses and other amounts due hereunder (excluding Monthly Payments), and second, toward the Total Payment; provided that after an Event of Default, payments will be applied to the Company’s obligations as NextSeed determines in its sole discretion. (l) Each Investor acknowledges and agrees that the Paying Agent is authorized to distribute to each Investor such Investor’s proportionate share (in accordance with such Investor’s Investor Proportion) of all payments made by the Company to the Paying Agent (for the benefit of the Investors).

Note Payments. (a) In consideration for the proceeds of the Notes and subject to the terms and conditions of this Agreement, the Company agrees to pay Monthly Payments to the Paying Agent (for the benefit of the Investors) in arrears by the 5th business day after the close of each month, commencing with the first full month ending after the Closing Date in which the Company generates revenues until the Company has paid 100% of the Total Payment to the Paying Agent (for the benefit of the Investors). (b) If the amount of a scheduled Monthly Payment exceeds the unpaid balance of the Total Payment, the Company shall pay to the Paying Agent (for the benefit of the Investors) an amount equal to the unpaid balance of the Total Payment in lieu of such Monthly Payment. Other than in connection with Section 4(i), in no event shall the Company be obligated to pay any amount to the Investors under this Section 4 in excess of the Total Payment. (c) If the Monthly Revenue for any month is equal to or less than zero, no Monthly Payment will be due to the Investors with respect to such month. (d) The Company may, in its sole discretion and without penalty, prepay the Notes in whole or in part; provided that such prepayment shall only be made in connection with a prepayment made to the Paying Agent (for the benefit of the Investors). Each partial prepayment made to the Paying Agent (for the benefit of the Investors) shall be in an amount of at least $5,000 without the prior consent of NextSeed. Each Investor is entitled to receive its proportionate share of each prepayment to the Paying Agent (for the benefit of the Investors) at the time of the next Monthly Payment (or the Maturity Date, if no Monthly Payment is scheduled before the Maturity Date). (e) For each tax year of the Company, in the event NextSeed determines that the aggregate payments made by the Company under this Agreement during such year is less than the amount that should have been paid based on the Company’s revenues reported in its federal tax return for such year (based on NextSeed’s review of such tax return), the Company will pay a true-up true-­‐up amount as necessary to the Paying Agent (for the benefit of the Investors), and each Investor will receive its proportionate share of such payment. (f) The Company and each Investor hereby authorize NextSeed to maintain records in which it may record, among other things, the Closing Date, the date and amount of any Monthly Payments or other payments made to the Investors, and the unpaid balance of the Notes, if any, on the Maturity Date. Absent manifest error, such records shall be conclusive evidence of amounts paid and payable under this Agreement and be binding upon the Company and the Investors. (g) All payments from the Company to the Paying Agent (for the benefit of the Investors) made pursuant to this Agreement shall be subject to a service fee in an amount equal to 1.0% of such payment (the “Service Fee”), which is withheld and paid to NextSeed at the time of such payment; provided that each such Service Fee shall be deemed to have been received by the Investors. (h) If, on the Maturity Date, the Investors have not received an aggregate amount of Monthly Payments and prepayments under this Agreement equal to the Total Payment, the Company shall, within 10 business days after the Maturity Date, pay to the Paying Agent (for the benefit of the Investors) an amount equal to the unpaid balance of the Total Payment. (i) If the Company’s payment of any Monthly Payment due hereunder is more than 10 business days late, the Company shall pay a late fee in an amount equal to 5.0% of such outstanding payment, to the extent permitted by applicable law. Each such fee shall be due and payable at the time of the next Monthly Payment (or the Maturity Date, if no Monthly Payment is scheduled before the Maturity Date). (j) Any payment received after 6:00 P.M. (U.S. Central Time) on a banking day by the Paying Agent is deemed received on the next banking day. (k) All payments under this Agreement or with respect to the Notes shall be applied first, toward payment of fees, expenses and other amounts due hereunder (excluding Monthly Payments), and second, toward the Total Payment; provided that after an Event of Default, payments will be applied to the Company’s obligations as NextSeed determines in its sole discretion. (l) Each Investor acknowledges and agrees that the Paying Agent is authorized to distribute to each Investor such Investor’s proportionate share (in accordance with such Investor’s Investor Proportion) of all payments made by the Company to the Paying Agent (for the benefit of the Investors).