EXHIBIT 10.19 - FORM OF NOTES PAYABLE TO MAGNA ACQUISITION, LLC.
PROMISSORY NOTE
$5,000.00 April 1, 2009
FOR VALUE RECEIVED, the undersigned, Magna-Lab Inc., a New York
corporation ("Borrower"), HEREBY PROMISES TO PAY to the order of Magna
Acquisition LLC or its registered assigns ( "Lender"), in lawful money of the
United States of America, in the manner and at the times provided hereinafter,
the principal sum of Five Thousand Dollars (US$5,000), together with Interest
(as hereinafter defined) and Default Interest (as hereinafter defined) and all
other amounts due and payable pursuant to and in accordance with terms of this
Note.
Interest shall accrue on the unpaid principal amount of this Note from the
date hereof until such principal amount is paid in full. "Interest" shall mean
twelve percent (12%) per annum. Interest shall be computed on the actual number
of days elapsed, predicated on a year consisting of three hundred and sixty
(360) days.
Default Interest, if any, shall be payable on demand. "Default Interest"
shall mean interest computed at fifteen percent (15%) per annum, on (i) the
entire principal balance of this Note from time to time unpaid from and after
such amounts becomes due and payable (whether upon maturity, by acceleration or
otherwise), and (ii) any and all other unpaid amounts due pursuant to the terms
and provisions of this Note (including, but not limited to, accrued and unpaid
Interest) from and after the respective date(s) on which those amounts become
due and payable, whether upon maturity, by acceleration or otherwise; in each
case from and after the expiration of any applicable grace period. Default
Interest shall be computed on the actual number of days elapsed, predicated on a
year consisting of three hundred and sixty (360) days. Notwithstanding anything
to the contrary contained herein, for any period in which Default Interest is
accruing on the entire unpaid principal balance hereunder, Interest shall not
accrue. Default Interest shall compound on an annual basis.
Unless otherwise accelerated pursuant to the terms hereof, this Note shall
mature and all outstanding and unpaid principal and Interest shall be due and
payable on the date that is 120 days from and after the date hereof.
This Note may be prepaid, in whole or in part, at any time by Borrower
without premium or penalty. Any prepayment of this Note shall be accompanied by
payment of any Interest accrued and unpaid through the date of such prepayment,
and all Default Interest, if any, accrued and unpaid through the date of such
prepayment.
Notwithstanding anything to the contrary contained herein, upon the
occurrence of any one or more of: (i) a default in the payment of any amounts
due hereunder and a failure to cure such default within five (5) business days,
or (ii) a default hereunder, and the expiration of any grace period applicable
to any default as set forth herein, then at the sole option and discretion of
Lender, and without further demand or notice of any kind, the following shall
become immediately due and payable:
1. the aggregate principal amount of this Note outstanding and remaining
unpaid hereunder;
2. unpaid Interest;
3. Default Interest; and
4. all other indebtedness evidence by this Note.
The following shall constitute events of default hereunder: (i) the assignment
for the benefit of creditors by Borrower; (ii) the application for the
appointment of a receiver for Borrower or for the property of Borrower; (iii)
the filing of a petition in bankruptcy by or against Borrower; (iv) the issuance
of an attachment or the entry of a judgment against Borrower; (v) a default by
Borrower with respect to any other indebtedness due to Lender; (vi) the making
or sending of a notice of an intended bulk sale by Borrower; (vii) the merger,
consolidation, termination of existence, dissolution or insolvency of Borrower;
(viii) the good faith determination by Lender that it deems itself insecure or
that a material adverse change in the financial condition of Borrower has
occurred since the date hereof and that Lender's prospect of payment hereunder
has been impaired; or (ix) any breach or default under any indebtedness of
Borrower to any banking or financial institution, and the expiration of any
grace period applicable to such breach or default.
If Borrower fails to pay any amounts when due hereunder, whether at
maturity, by acceleration or otherwise, or if there occurs any event which
entitles Lender to accelerate the indebtedness due under this Note and any grace
period applicable to any such failure to pay or event as set forth herein
expires, then Lender shall have all of the rights and remedies provided to it
hereunder, and at law or in equity. The remedies of Lender, as provided herein,
shall be cumulative and concurrent, and may be pursued singularly, successively,
or otherwise, at the sole discretion of Lender, and may be exercised as often as
occasion therefor shall arise. Lender may resort for payment hereunder to any of
security for, or any guaranty of, this Note whether or not Lender shall have
resorted for payment hereunder to any other security for or guaranty of this
Note. No act or omission of Lender, including specifically any failure to
exercise any right, remedy or recourse, shall be deemed to be a waiver or
release of the same, such waiver or release to be effected only through a
written document executed by Lender and then only to the extent specifically
recited therein. A waiver or release with reference to any one event shall not
be construed as continuing, as a bar to, or as a waiver or release of, any
subsequent right, remedy, or recourse as to a subsequent event. If this Note is
placed in the hands of an attorney for collection or is collected on advice of
counsel or through any legal proceeding, Borrower promises to pay, to the extent
permitted by law, court costs and reasonable attorneys' fees incurred by Lender.
Borrower hereby waives presentment, demand, notice of dishonor or nonpayment,
protest and notice of protest in connection therewith.
If any provision of this Note is unenforceable, invalid or contrary to
law, or its inclusion herein would affect the validity, legality or enforcement
of this Note, such provision shall be limited to the extent necessary to render
the same valid or shall be excised from this Note, as the circumstances require,
and this Note shall be construed as if said provision had been incorporated
herein as so limited or as if said provision had not been included herein, as
the case may be.
Time is of the essence of this Note.
Upon maturity or following the occurrence of any event which entitles
Lender to accelerate the indebtedness evidenced hereby, all payments received on
account of the indebtedness evidenced hereby shall be applied, in whatever
order, combination and amounts as Lender, in its sole and absolute discretion,
decides, to all costs, expenses and other indebtedness, if any, owing to Lender
by reason of this Note; Default Interest, Interest; and principal.
This Note, and the terms and provisions hereof, shall be binding upon
Borrower and its successors, administrators, and assigns, and shall inure to the
benefit of any holder hereof.
All amounts due hereunder shall be paid without deduction, set-off or
counterclaim, Borrower expressly waiving any such rights to deduction, set-off
or counterclaim.
Notwithstanding any provisions to the contrary contained in this Note or
in any of the other documents or instruments referred to in this Note, if at any
time or times the interest and any sums considered for such purposes to be
interest, payable under or by reason of this Note or any such other documents or
instruments, should exceed the maximum which, by the laws of the State having
jurisdiction, may be charged with respect to the loan evidenced hereby, given
the nature and all of the pertinent circumstances of such loan, than all such
sums in excess of such maximum shall be deemed not to be interest, but rather to
be payments on account of principal, and without further agreement of the
parties shall be so applied without regard to any other provision of this Note,
provided that Lender may elect instead that no sums shall be payable in excess
of such maximum, whereupon this Note, and such other documents and instruments
hall be deemed amended accordingly without further action by any party.
This Note shall inure to the benefit of Lender and its successors and
assigns and shall be governed by, and construed in accordance with, the laws of
the State of Delaware.
MAGNA-LAB INC., a New York corporation
By /s/Lawrence A Minkoff
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Name: Lawrence A. Minkoff
Title: Chairman and President