ex10-9.htm


    Exhibit
10.9

     

    PROMISSORY
NOTE

    
      	 
      	 
      
	
              US
      $75,000

            	
              August
      27, 2009

            


    

    


    FOR VALUE RECEIVED, the
undersigned, SUMOTEXT Incorporated, a Nevada corporation, which has a business
address of 2100 Riverdale, Suite 200, Little Rock, Arkansas, 72202 ("Maker"),
hereby promises to pay to the order of Timothy Miller, an individual ("Payee"),
the principal sum of Seventy-Five Thousand Dollars ($75,000), in lawful money in
United States of America, which shall be legal tender, bearing interest and
payable as provided herein.  This Promissory Note (this “Note”
or “Promissory
Note”) has an effective date of August 27, 2009 (the “Effective
Date”).

    


    
      	
              1.

            	
              Interest
      on the unpaid balance of this Note shall bear interest at the rate of ten
      percent (10%) per annum, which interest shall accrue from the Effective
      Date until the Maturity Date (as defined below), unless prepaid prior to
      such Maturity Date. All past-due principal and interest (which failure to
      pay such amounts shall be defined herein as an “Event
      of Default”) shall bear interest at the rate of fifteen percent
      (15%) per annum until paid in full.  Interest will be computed
      on the basis of a 360-day year.

            


    

    


    
      	
              2.

            	
              Payments
      of accrued interest on this Note shall be due and payable to Payee
      quarterly, beginning on the date three months from the Effective Date of
      this Note, and continuing every three months thereafter until August 28,
      2010 (the “Maturity
      Date”), at which time the entire principal amount of this Note and
      any and all accrued and unpaid interest shall be due and
      payable.

            


    

    


    
      	
              3.

            	
              This
      Note may be prepaid in whole or in part, at any time and from time to
      time, without premium or penalty.

            


    

    


    
      	
              4.

            	
              If
      any payment of principal or interest on this Note shall become due on a
      Saturday, Sunday or any other day on which national banks are not open for
      business, such payment shall be made on the next succeeding business
      day.

            


    

    


    
      	
              5.

            	
              This
      Note shall be binding upon and inure to the benefit of the Payee named
      herein and Payee’s respective successors and assigns.  Each
      holder of this Note, by accepting the same, agrees to and shall be bound
      by all of the provisions of this Note.  Payee may assign this
      Note or any of its rights, interests or obligations to this Note without
      the prior written approval of
Maker.

            


    

    


    
      	
              6.

            	
              No
      provision of this Note shall alter or impair the obligation of Maker to
      pay the principal of and interest on this Note at the times, places and
      rates, and in the coin or currency, herein
  prescribed.

            


    

    


    
      	
              7.

            	
              The
      Maker will do or cause to be done all things reasonably necessary to
      preserve and keep in full force and effect its corporate existence, rights
      and franchises and comply with all laws applicable to the Maker, except
      where the failure to comply could not reasonably be expected to have a
      material adverse effect on the Maker. Failure to comply with this
      provision shall constitute an Event of
Default.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              8.

            	
              Notwithstanding
      anything to the contrary in this Note or any other agreement entered into
      in connection herewith, whether now existing or hereafter arising and
      whether written or oral, it is agreed that the aggregate of all interest
      and any other charges constituting interest, or adjudicated as
      constituting interest, and contracted for, chargeable or receivable under
      this Note or otherwise in connection with this loan transaction, shall
      under no circumstances exceed the Maximum
Rate.

            


    

    


    
      	
              9.

            	
              Upon
      an Event of Default (as defined herein), Payee shall have the right to
      require the Maker to immediately pay the entire unpaid principal and
      interest due under this Note.

            


    

    


    
      	
              10.

            	
              In
      the event the maturity of this Note is accelerated by reason of an Event
      of Default under this Note, any other agreement entered into in connection
      herewith or therewith, or by voluntary prepayment by Maker or otherwise,
      then earned interest may never include more than the Maximum Rate
      allowable by law, computed from the dates of each advance of the loan
      proceeds outstanding until payment.  If from any circumstance
      any holder of this Note shall ever receive interest or any other charges
      constituting interest, or adjudicated as constituting interest, the
      amount, if any, which would exceed the Maximum Rate shall be applied to
      the reduction of the principal amount owing on this Note, and not to the
      payment of interest; or if such excessive interest exceeds the unpaid
      balance of principal hereof, the amount of such excessive interest that
      exceeds the unpaid balance of principal hereof shall be refunded to
      Maker.  In determining whether or not the interest paid or
      payable exceeds the Maximum Rate, to the extent permitted by applicable
      law (i) any nonprincipal payment shall be characterized as an expense, fee
      or premium rather than as interest; and (ii) all interest at any time
      contracted for, charged, received or preserved in connection herewith
      shall be amortized, prorated, allocated and spread in equal parts during
      the period of the full stated term of this Note.  The term
      "Maximum
      Rate" shall mean the maximum rate of interest allowed by applicable
      federal or state law.

            


    

    


    
      	
              11.

            	
              Except
      as provided herein, Maker and any sureties, guarantors and endorsers of
      this Note jointly and severally waive demand, presentment, notice of
      nonpayment or dishonor, notice of intent to accelerate, notice of
      acceleration, diligence in collecting, grace, notice and protest, and
      consent to all extensions without notice for any period or periods of time
      and partial payments, before or after maturity, without prejudice to the
      holder.  The holder shall similarly have the right to deal in
      any way, at any time, with one or more of the foregoing parties without
      notice to any other party, and to grant any such party any extensions of
      time for payment of any of said indebtedness, or to grant any other
      indulgences or forbearance whatsoever, without notice to any other party
      and without in any way affecting the personal liability of any party
      hereunder.  If any efforts are made to collect or enforce this
      Note or any installment due hereunder, the undersigned agrees to pay all
      collection costs and fees, including reasonable attorney's
      fees.

            


    

    


    
      	
              12.

            	
              All
      of the terms, provisions and conditions of this Note shall be binding upon
      and shall inure to the benefit of and be enforceable by the parties hereto
      and their respective successors and permitted
  assigns.

            


    

    


    
      	
              13.

            	
              This
      Agreement shall be construed in accordance with and governed by the laws
      of the State of Arkansas, excluding any provision of this Note which would
      require the use of the laws of any other
  jurisdiction.

            


    

    


    
      	
              14.

            	
              This
      Note constitutes the entire agreement of the parties hereto and expressly
      supersedes all prior and contemporaneous understandings and commitments,
      whether written or oral, with respect to the subject matter
      hereof.  No variations, modifications, changes or extensions of
      this Note or any other terms hereof shall be binding upon any party hereto
      unless set forth in a document duly executed by such party or an
      authorized agent or such party.

            


    

    


    
      	
              15.

            	
              No
      failure on the part of the Payee to enforce any provisions of this Note
      will act as a waiver of the right to enforce that
    provision.

            


    

    


    
      	
              16.

            	
              A
      copy of this Promissory Note signed by one party and (a) faxed to another
      party or (b) scanned and emailed to another party shall be deemed to have
      been executed and delivered by the signing party as though an
      original.  A photocopy or PDF of this Promissory Note shall be
      effective as an original for all
purposes.

            


    

    


    


    


    


    


    


    [Remainder
of page left intentionally blank.  Signature page
follows.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, Maker has duly executed this Note as of the day and year first
above written, with an Effective Date as provided above.

    


    


    
      
        	 
      	
                SUMOTEXT
      Incorporated

              
	 
      	 
      
	 
      	 
      
	 
      	
                /s/
      Matthew Lozeau

              
	 
      	
                _________________________________

              
	 
      	
                Matthew
      Lozeau

              
	 
      	
                Secretary