exhibit_10-1








 





 Exhibit
10.1







 



PROMISSORY NOTE


 


	
$__________

	
  __________, 20___









FOR VALUE RECEIVED, RIVULET MEDIA, INC., a
Delaware corporation with an address of 1206 E. Warner Rd, Suite
101-I, Gilbert, AZ 85296 (“Maker”),
agrees and promises to pay to the order of ____________________
with an address of ____________________ (“Holder”),
the sum of ____________________ ($__________), with such amount
payable to Holder at the address set forth above, or at such other
place as Holder may designate.

 

1. No
Interest. No interest shall
accrue under this promissory note (this “Note”).

 

2. Payments.
The entire balance of this Note is due and payable on or before
__________, 20___ (the “Maturity
Date”). Maker may prepay
all or any portion of this Note at any time without
penalty.

 

3. Security.
This Note is unsecured.

 

4. Default.
The existence or occurrence of any one or more of the following
will constitute an “Event of
Default” under this
Note:

 


4.1     Non-Performance.
Maker’s failure to comply timely and fully with any of
the terms
or provisions of this Note, including, without limitation, the
failure to pay all amounts due within ten (10) days after the due
date.

 


4.2.     Bankruptcy;
Insolvency. Maker being
insolvent by being unable to pay debts when
due
or by having liabilities in excess of assets; or Maker committing
an act of bankruptcy, making a general assignment for the benefit
of creditors, or the filing by or against Maker of a voluntary or
involuntary petition in bankruptcy or for the appointment of a
receiver (and any involuntary petition is not dismissed within
thirty (30) days from the filing thereof); or if there commences
under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, proceedings affecting any significant part of
Maker’s property or for the composition, extension,
arrangement, or adjustment of any of their respective obligations;
or if a writ of attachment, execution, or any similar process is
issued or levied against any significant part of Maker’s
property that is not released, stayed, bonded, or vacated within a
reasonable time after its issue or levy.

 


5. Default
Interest. Upon the occurrence
of an Event of Default, Holder shall be entitled to receive and
Maker shall pay interest on the entire unpaid principal balance at
a rate (the “Default
Rate”) equal to ten
percent (10%) per annum. The Default Rate shall be computed from
the occurrence of the Event of Default until payment in full. This
clause, however, shall not be construed as an agreement or
privilege to extend the Maturity Date, nor as a waiver of any other
right or remedy accruing to Holder by reason of the occurrence of
any Event of Default.

 


6. Acceleration.
In addition to all other rights and remedies at law and/or equity
Holder may have if an Event of Default occurs, Holder, at its
option without further notice to Maker, may declare immediately due
and payable the unpaid principal balance of this Note together with
all other sums owed by Maker under this Note.

 


7. Notices.
All notices that Holder or Maker is required or permitted to give
under this Note shall be delivered to the addresses of Maker and
Holder as set forth in the opening paragraph.

 




 

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8. Severability.
If any term or provision of this Note is, to any extent, determined
by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Note will not be affected, and
the invalid or enforceable term or provision will be reduced or
otherwise modified by the court or authority only to the minimum
extent necessary to make it valid and enforceable. If any term or
provision cannot be reduced or modified to make it reasonable and
permit its enforcement, it will be severed from this Note and the
remaining terms will be interpreted in a way as to give maximum
validity and enforceability to this Note. It is the intention of
Maker that, if any provision of this Note is capable of two
constructions, one of which would render the provisions void and
the other of which would render the provisions valid, then the
provision will have the meaning that renders it
valid.

 

9. Time
of the Essence. Time is of the
essence of this Note. Whenever notice must be given, payment made,
document delivered, or an act done under this Note on a day that is
not a Business Day, the notice may be given, payment made, document
delivered, or act done on the next following day that is a Business
Day. “Business
Day” means a day other
than a Saturday, Sunday, or a day observed as a legal holiday by
the United States government or the State of
Arizona.

 

10. Governing
Law; Jurisdiction and Venue.
This Note is to be governed by and interpreted in accordance with
the laws of the State of Arizona. Any legal action or proceeding
with respect to this Note or any document related hereto shall be
brought in Maricopa County, Arizona in any court of competent
jurisdiction, and, by execution and delivery of this Note, Maker
and the Holder hereby accept the jurisdiction and venue of such
courts.

 

11. Successors
and Assigns. This Note shall be
binding upon and inure to the benefit of Maker and Holder and their
respective successors and permitted assigns. Maker may not
voluntarily or involuntarily transfer, convey, or assign this Note,
or any of its duties or obligations hereunder, without
Holder’s prior written consent, which may be withheld for any
reason, or for no reason at all. As used herein, the term
“Holder” means and includes the successors and
permitted assigns of the Holder.

 

12. Absolute
Obligation. Except as expressly
provided herein, no provision of this Note shall alter or impair
the obligation of Maker, which is absolute and unconditional, to
pay the principal amount and accrued interest of this Note at the
time, place, and rate, and in the currency, herein prescribed. This
Note is a direct debt obligation of Maker.

 

13. Attorneys’
Fees and Costs. Each party
shall bear its own expenses in connection with the issuance of this
Note; provided, however, that if any action at law or in equity is
necessary to enforce or interpret the terms of this Note, the
prevailing party shall be entitled to its reasonable
attorneys’ fees, costs, and disbursements in addition to any
other relief to which such party may be
entitled.

 

14. No
Waiver by Holder. No delay or
failure of Holder in exercising any right hereunder shall affect
such right, nor shall any single or partial exercise of any right
preclude further exercise thereof.

 


	
 

	


MAKER  


	
 

	

Rivulet
Media, Inc., a Delaware corporation  


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	
 


	
 

	
 

	


Michael Witherill, President and CFO







 


 




 

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