exhibit_10-1








  EXHIBIT 10.1











 



PROMISSORY NOTE


 


	
$200,000

	
  November 10,
2020






 

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 DANIEL D. CROSSER, and individual
with an address of 225 12th Street, Manhattan
Beach, CA 90266 (“Holder”), the sum of Two
Hundred Thousand Dollars ($200,000), with such amount payable to
Holder at the address set forth above, or at such other place as
Holder may designate.


 


1. Interest. Interest shall accrue
on the unpaid principal balance of this promissory note (this
“Note”)
at a rate of five percent (5%) per annum until the entire principal
balance is paid in full.


 


2. Payments. The entire balance of
this Note, including accrued interest, is due and payable on or
before February 8, 2021 (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 and Foreclosure on
Shares. 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.


 



 

1







 






 




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:  

	
/s/ Michael
Witherill

	

 


	

 

	

 

	
Michael Witherill,
President and CFO

	

 


	

 

	

 

	
	

 










	





 









 

2