numobile_8k-ex1002.htm


    Exhibit 10.2

     

    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
AVAILABLE EXEMPTION FROM REGISTRATION.

     

    NUMOBILE,
INC.

     

    PROMISSORY
NOTE

     

    
      	
              $16,048.48

            	
              October
      7, 2009

            


    

     

    FOR VALUE
RECEIVED, NuMobile,
Inc., a Nevada corporation (the “Borrower”)
promises to pay to Thomas George (“Lender”),
or its registered assigns, in lawful money of the United States of America the
principal sum of Sixteen Thousand Forty-Eight and 48/100 Dollars ($16,048.48),
or such lesser amount as shall equal the outstanding principal amount hereof,
together with interest from the date of this Note on the unpaid principal
balance at a rate equal to eight percent (8%) per annum, computed on the basis
of the actual number of days elapsed and a year of 365 days.  All
unpaid principal, together with any then unpaid and accrued interest and other
amounts payable hereunder, shall be due and payable on the earlier of
(i) December 31, 2011 (the “Maturity
Date”), or (ii) when, upon or after the occurrence of an Event of
Default (as defined below), such amounts are declared due and payable by Lender
or made automatically due and payable in accordance with the terms
hereof.

     

    The
following is a statement of the rights of Lender and the conditions to which
this Note is subject, and to which Lender, by the acceptance of this Note,
agrees:

     

    1.      Definitions. As used in this
Note, the following capitalized terms have the following meanings:

     

    (a)      
the “Borrower”
includes the corporation initially executing this Note and any Person which
shall succeed to or assume the obligations of the Borrower under this
Note.

     

    (b)      “Event of
Default” has the meaning given in Section 3
hereof.

     

    (c)      “Lender”
shall mean the Person specified in the introductory paragraph of this Note or
any Person who shall at the time be the registered holder of this
Note.

     

    (d)      “Obligations”
shall mean and include all principal, interest and obligations, howsoever
arising, owed by the Borrower to Lender, now existing or hereafter arising under
or pursuant to the terms of this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)      “Person”
shall mean and include an individual, a partnership, a corporation (including a
business trust), a joint stock company, a limited liability company, an
unincorporated association, a joint venture or other entity or a governmental
authority.

     

    (f)      
“Securities
Act” shall mean the Securities Act of 1933, as amended.

     

    (g)      “Transaction
Documents” shall mean this Note.

     

    2.      Prepayment.  Upon
ten (10) days prior written notice to Lender, the Borrower may prepay this Note
in whole or in part; provided that any such prepayment will be applied first to
the payment of expenses due under this Note, second to interest accrued on this
Note and third, if the amount of prepayment exceeds the amount of all such
expenses and accrued interest, to the payment of principal of this
Note.

     

    3.      Events of
Default.  The occurrence of any of the following shall
constitute an “Event of
Default” under this Note and the other Transaction
Documents:

     

    (a)      Failure to
Pay.  The Borrower shall fail to pay (i) when due any
principal or interest payment on the due date hereunder or (ii) any other
payment required under the terms of this Note on the date due and such payment
shall not have been made within five (5) days of the Borrower’s receipt of
Lender’s written notice to the Borrower of such failure to pay; or

     

    (b)      Voluntary Bankruptcy or Insolvency
Proceedings. The Borrower shall
(i) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its
property, (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general assignment for the
benefit of its or any of its creditors, (iv) be dissolved or liquidated,
(v) become insolvent (as such term may be defined or interpreted under any
applicable statute), (vi) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or consent to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or other
proceeding commenced against it, or (vii) take any action for the purpose
of effecting any of the foregoing; or

     

    (c)      Involuntary Bankruptcy or Insolvency
Proceedings. Proceedings for the appointment of a receiver, trustee,
liquidator or custodian of the Borrower or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings seeking
liquidation, reorganization or other relief with respect to the Borrower or the
debts thereof under any bankruptcy, insolvency or other similar law now or
hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within 30 days of
commencement.

     

    4.      Rights of Lender upon Default.
Upon the occurrence or existence of any Event of Default (other than an Event of
Default described in Sections 3(b) or 3(c)) and at any time
thereafter during the continuance of such Event of Default, Lender may, by
written notice to the Borrower, declare all outstanding Obligations payable by
the Borrower hereunder to be immediately due and payable without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived.  Upon the occurrence or existence of any Event of
Default described in Sections 3(b) and 3(c), immediately and without
notice, all outstanding Obligations payable by the Borrower hereunder shall
automatically become immediately due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived.  In addition to the foregoing remedies, upon the occurrence or
existence of any Event of Default, Lender may exercise any other right power or
remedy granted to it by the Transaction Documents or otherwise permitted to it
by law, either by suit in equity or by action at law, or both.

       

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.      Representations and
Warranties.

     

    (a)      Representations and Warranties of
the Borrower.  The Borrower hereby represents and warrants to
the Lender:

     

    (i)      Authority. The execution,
delivery and performance by the Borrower of the Note and the consummation of the
transactions contemplated thereby (i) are within the power of the Borrower
and (ii) have been duly authorized by all necessary actions on the part of
the Borrower.

     

    (ii)      Enforceability.  The
Note has been duly executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally and general principles of
equity.

     

    (iii)                 Approvals.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any governmental authority or other Person (including, without
limitation, the shareholders of any Person) is required in connection with the
execution and delivery of the Note and the performance and consummation of the
transactions contemplated thereby, except for those consents which have been
obtained.

     

    (b)      Representations and Warranties of
the Lender.  Lender hereby represents and warrants to the
Borrower:

     

    (i)      Authority. The purchase of
the Note, and the execution and delivery by the Lender of the Note (i) are
within the power of the Lender and (ii) have been duly authorized by all
necessary actions on the part of the Lender.

     

    (ii)      Enforceability.  The
Note has been duly executed and delivered by the Lender and constitutes a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, except as limited by bankruptcy, insolvency or
other laws of general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of equity.

     

    (iii)                 Approvals.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any governmental authority or other Person (including, without
limitation, the shareholders of any Person) is required in connection with the
purchase of the Note, and the execution and delivery of the Note, except for
those consents which have been obtained.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iv)                 Securities Law Compliance.
Lender has been advised that the Note has not been registered under the
Securities Act, or any state securities laws and, therefore, cannot be resold
unless it is registered under the Securities Act and applicable state securities
laws or unless an exemption from such registration requirements is
available.  Such Lender has not been formed solely for the purpose of
making this investment and is purchasing the Note for its own account for
investment, not as a nominee or agent, and not with a view to, or for resale in
connection with, the distribution thereof.  Lender has such knowledge
and experience in financial and business matters that such Lender is capable of
evaluating the merits and risks of such investment, is able to incur a complete
loss of such investment and is able to bear the economic risk of such investment
for an indefinite period of time.  Lender is an accredited investor as
such term is defined in Rule 501 of Regulation D under the Securities
Act.  Lender is able to bear the economic risk of the purchase of the
Note.

     

    6.      Successors and
Assigns.  Subject to the restrictions on transfer described in
Sections 9 and
10 below, the rights and
obligations of the Borrower and Lender shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the
parties.

     

    7.      Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified upon the written consent of the Borrower and the
Lender.

     

    8.      Assignment by the
Borrower.  Neither this Note nor any of the rights, interests
or obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Borrower without the prior written consent of the
Lender.

     

    9.      Assignment by the
Lender.  Lender shall be entitled to assign its rights,
interests or obligations, in its sole discretion, without the consent of
Borrower

     

    10.      Notices.  All
notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall in writing and faxed, mailed or delivered
to each party at the respective addresses of the parties as set forth on the
signature page hereto, or at such other address or facsimile number as such
party shall have furnished to the other party in writing.  All such
notices and communications will be deemed effectively given the earlier of
(i) when received, (ii) when delivered personally, (iii) one
business day after being delivered by facsimile (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an
overnight courier service of recognized standing or (v) four days after
being deposited in the U.S. mail, first class with postage prepaid.

     

    11.      Usury. In the event any
interest is paid on this Note which is deemed to be in excess of the then legal
maximum rate, then that portion of the interest payment representing an amount
in excess of the then legal maximum rate shall be deemed a payment of principal
and applied against the principal of this Note.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    12.      Waivers. The Borrower hereby
waives notice of default, presentment or demand for payment, protest or notice
of nonpayment or dishonor and all other notices or demands relative to this
instrument.

     

    13.      Governing Law. This Note and
all actions arising out of or in connection with this Note shall be governed by
and construed in accordance with the laws of the State of Nevada, without regard
to the conflicts of law provisions of the State of Nevada, or of any other
state.

     

    14.      Attorney Fees and Costs. The
prevailing party in any proceeding to enforce and/or to interpret this agreement
shall be entitled to its attorney fees and costs.

     

     

    [Signature
Page Follows]

     

    


     

    
      
        
        

         


      

      
        5

        
          

        

      

      
         


      

    


     

    The
Borrower has caused this Note to be issued and delivered, and the Lender has
caused this Note to be duly executed and delivered, as of the date first written
above.

    


    


    
      	 
      	 
      	
              NUMOBILE,
      INC.

               

               

            
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	
              James
      Tilton

            
	 
      	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	
              Initial
      Address for Notice:

            
	 
      	 
      	 
      	
              2520
      South Third Street #206

            
	 
      	 
      	 
      	
              Louisville,
      Kentucky 40208

            
	 
      	 
      	 
      	
              Fax:
      502-636-2806

            
	 
      	 
      	 
      	
              Phone:
      502-636-2807

            
	 
      	 
      	 
      	
              Attn:           President

            
	 
      	 
      	 
      


       

      	
              THOMAS
      GEORGE

            	 
      	 
      
	
               

              By:

            	
               

              Thomas
      George

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      	 
      
	 	 	 	 	 
	 
      	
              Name:

            	 
      	 
      	 
      
	 	 	 	 	 
	 
      	
              Title:

            	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Initial
      Address for Notice:

            	 
      	 
      
	 
      	
              200
      Otmoor Lane

            	 
      	 
      
	 
      	
              Cary,
      NC  27519

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Attn:           Thomas
      George

            	 
      	 
      


    

    


     

    SIGNATURE PAGE TO PROMISSORY
NOTE

    
 

    
      
        
        

      

      
        6