Exhibit 10.2
PROMISSORY NOTE
$500.00 | September 11, 2018 |
This PromissoryNote ("Note") is madeand deliveredby Celexus,Inc., aNevada corporation ("Borrower") infavor of Gold Partnersand/or Assignees ("Lender").
FOR VALUE RECEIVED, Borrowerpromises topaytoLender, or order, theprincipal sumofFive Hundred Dollars($500.00) (the"Note Amount"), together with interest as provided herein.
a. | InterestRate.Interestshall beat therateof 0percent per month untilmaturity. |
1. Payments.TheNote Amount and all accrued interest shall be dueand payable in full on the MaturityDate (“defined below”).All cashpaymentsshall be made inlawful money of theUnited States ofAmerica and in immediatelyavailable fundsat such place as theLender hereof may from time to timedirectby writtennotice to Borrower. ThisNotemay berepaid atany time prior to the Maturity Datewithoutanyprepayment penalty.
2. MaturityDate.ThisNote is due oneyearafterthe full funding of thisNote (the "MaturityDate").
3. Default Acceleration.Theoccurrenceofany Event ofDefault, as defined below, and inLender’s solediscretion and interpretationshall be adefault hereunder. Upon theoccurrence of anEventofDefault, Lendermay declare theentire principal balanceof thisNote then outstanding (if notthen dueand payable) and all otherobligations ofBorrower hereunder and under theLoan Documents, withoutnotice,to be dueand payable immediately, and subject to theapplicable provisions of law, upon anysuch declaration, theprincipalof thisNote and all otheramounts to bepaid under thisNote or any otherLoan Document shall become and be immediately dueand payable, anything in thisNote or in theLoan Documents to thecontrary notwithstanding.
Theoccurrence ofany one ormoreof thefollowing, whatever thereason therefor, shall constitute an "Event ofDefault" hereunder:
a. Borrower shallfail to payalloutstandingprincipal, on thisNote,or anyother payment or amount owingunderthisNote when dueand such failureis notcured within 30days; or
b. Borroweris dissolved orliquidated,orotherwise ceases to exist, orallorsubstantially all of theassets ofBorrower orany entity comprising Borrower aresold orotherwise transferredwithoutLender’s writtenconsent;or
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c. Borroweris thesubjectofanorder forreliefbythe bankruptcycourt, or isunable oradmitsinwriting its inability to pay itsdebts astheymature, ormakes an assignment for the benefit ofcreditors; orBorrower applies for or consents to theappointment ofanyreceiver, trusteecustodian, conservator, liquidator, rehabilitator orsimilar officer isappointed without theapplicationorconsent ofBorrower as the case may be,and theappointment continues undischarged orunstayed for thirty (30)calendar days; oranyBorrower institutes or consents toanybankruptcy, insolvency, reorganization, arrangement, readjustmentofdebt, dissolution,custodianship, conservatorship,liquidation,rehabilitationorsimilar proceedings relatingto it or toall or any part of itsproperty under theLaws ofanyjurisdictionalor anysimilar proceeding is institutedwithouttheconsent ofLender and continues undismissed orunstayed for thirty(30)calendar days; oranyjudgment writ, attachment, execution orsimilar process isissuedorlevied against Borrower and is notreleased,vacated or fullybonded within thirty (30)calendar days after itsissue orlevy; or
d. Defaultinperformanceofanyobligation containedhereinthat is notcured within 30days.
4. Waivers. Borrower waivesanyrightofoffset it nowhasormayhereafterhave against theLender hereofand itssuccessors and assigns. Borrowerwaivespresentment, demand,protest,noticeofprotest, notice ofnonpayment or dishonorand all othernotices inconnection with thedelivery, acceptance, performance, default orenforcement of thisNote. Borrower expresslyagrees thatany extension or delay in the time forpaymentorenforcement of thisNote,anyrenewal of thisNote andanysubstitution orreleaseoftheProperty, shall in no wayaffectthe liability ofBorrower hereunder.Any delay onLender’s part inexercisinganyright hereunderorunderany of theLoan Documents shall not operateas a waiver.Lender’sacceptance ofpartial ordelinquent payments or thefailure ofLender toexercise anyrights shall notwaiveanyobligation ofBorrower oranyright ofLender,or modify thisNote, orwaiveany othersimilar default.
5. Costs of Collection.Borrower agreestopayall costs ofcollection when incurred and all costs incurredby theLenderhereof inexercising orpreservinganyrights orremediesin connectionwith theenforcement and administration of thisNote or following a defaultbyBorrower, including but notlimitedtoactual attorneys’ fees.If anysuit oraction is instituted toenforce thisNote, Borrower promises topay, inaddition to thecosts and disbursementsotherwise allowedbylaw, suchsum as thecourtmayadjudge reasonable attorneys’ feesinsuchsuit oraction.
6. Usury.Borrowerherebyrepresentsthat this loan is forcommercial useandnot forpersonal,family orhousehold purposes.It is thespecific intent of theBorrower and Lender that thisNote beara lawfulrateofinterest, andif anycourtofcompetent jurisdiction should determine that therate herein provided forexceedsthatwhichisstatutorily permittedfor the type oftransaction evidenced hereby, theinterest rate shall bereducedto thehighestrate permittedbyapplicable law, with anyexcess interest theretofore collected being applied against principalor, ifsuch principal has been fullyrepaid, returnedtoBorrower upon written demand.
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7. AssignmentByLender. Lendermayassignitsrights hereunder or obtainparticipants in thisNote atany time,andanysuchassignee, successororparticipant shall have all rights of theLender hereunder.
8. Construction.ThisNoteshall begovernedbyand constructed inaccordance with the laws of the State ofWyoming. ThisNote has beenreviewed and negotiatedbyBorrower and Lender at arms’length with the benefit ofor opportunity toseek theassistance oflegal counsel and shall not beconstrued againsteither party. Thetitles and captions in thisNote areinsertedforconvenienceonlyand in no waydefine, limit,extend, or modify thescope of intent of thisNote.
9. Partial Invalidity.Ifany section or provision of thisNoteis declared invalid orunenforceableby anycourt of competentjurisdiction, said determinationshall notaffectthe validity or enforceability of theremaining termshereof. No such determination in onejurisdiction shall affectanyprovision of thisNote to the extent it isotherwise enforceable under thelawsof any otherapplicable jurisdiction.
10. Venue andJurisdiction. Thejurisdiction and venue of any actionbroughtinconnection with thisNote shall be exclusivelyinNevada and solely underNevada law.
11. Waiver of Jury Trial.Borrower and Lender, by itsacceptanceof thisNote, hereby waive theirrespective rights to a trialbyjury inanyaction or proceedingbased upon,orrelated to, thesubjectmatter of thisNote and thebusinessrelationshipthat isbeing established.Thiswaiver isknowingly, intentionallyand voluntarily madebyBorrower and Lender, andBorrower acknowledges thatneither Lender nor any personacting on behalf ofLender has madeanyrepresentations offact to induce thiswaiver oftrialby jury or inany way to modify or nullify itseffect. Borrower and Lender acknowledge that thiswaiveris amaterial inducement toenter into abusiness relationship thateach of themhas alreadyreliedonthiswaiver and thateachof themwill continue to rely on thiswaiver in theirrelated future dealings. Borrower further acknowledges thathe hasbeen represented (or hashad the opportunity to berepresented) in thesigningof thisNote and in the making of thiswaiverbyindependent legal counsel.
12. Binding Obligations.ThisNote and any otherLoan Documents, when executed and delivered, will constitute thelegal, valid and bindingobligationsofBorrower enforceable inaccordance with their terms.
13. Warranties. Borrowerherebywarrants that (i) theBorrower is dulyand validlyorganized in the State ofNevada, (ii) theBorrower has authority under itscorporate governance documents toborrowfunds; (iii) to theBorrowers knowledge, theBorrowerhas nomaterial undisclosed liabilities and noactions, suites, proceedings orinvestigations are pending orthreatened against theBorrower which mightresultin amaterial adversechange in thefinancial condition ofBorrower as a whole; (iv) thestatements, representations, warranties and covenants in theAgreementareaccurate.
By:
Celexus,Inc.
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