rcrt_ex41





 





 


EXHIBIT
4.1

 


PROMISSORY
NOTE


 


	
 Principal Amount:
$1,750,000

	
 Issuance Date: July
7, 2021






 

FOR VALUE RECEIVED,
Issuance Date: July 7, 2021 FOR VALUE RECEIVED, Recruiter.com
Group, Inc., a Nevada corporation (“Maker”),

 


hereby
promises to pay to the order of Parrut, Inc., a Delaware
corporation (the “Holder”), in the manner
hereinafter provided, the principal amount of ONE MILLION SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000.00) (the
“Principal
Amount”) together with interest on the outstanding
Principal Amount from the date of issuance of this Note (the
“Issuance
Date”). Interest under this Promissory Note (as the
same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with its terms, this
“Note”)
shall accrue simple interest at the rate of 6% per annum (the
“Interest
Rate”). Interest shall be payable in arrears and
calculated on the basis of a year of 365 or 366 days, as
applicable, and charged for the actual number of days elapsed.
Accrued but unpaid interest shall be due and payable together with
each payment of the Principal Amount set forth in this Note either
as provided in Section
1(a) below, upon the occurrence of an Event of Default (as
defined below), or upon any prepayment as set forth in Section 2 below.

 


 

1. Manner of Payment. All payments
of principal and interest on this Note shall be made by wire
transfer of immediately available funds to an account designated by
the Holder in writing. If any payment of the Principal Amount or
interest on this Note is due on a day that is not a Business Day,
such payment shall be due on the next succeeding Business Day, and
such extension of time shall be taken into account in calculating
the amount of interest payable under this Note. “Business Day” means any
day other than a Saturday, Sunday or any other day on which
commercial banks located in New York, New York are authorized or
required by law to be closed for business.

 


 

(a) Payment Schedule. Maker shall
make twenty-four (24) amortizing monthly payments to Holder on the
dates and in the amounts, including the accrued interest due
thereon, in accordance with the following schedule:




 








 







 

(b) Prepayment. Maker may, without
premium or penalty, at any time and from time to time, prepay all
or any portion of the outstanding Principal Amount due under this
Note, provided that each such prepayment is accompanied by accrued
but unpaid interest on the Principal Amount prepaid calculated to
the date of such prepayment. The Maker shall make a monthly payment
of the interest accrued to date on or before the last day of the
month that the Note is outstanding.

 



2. Events Of Default. The
occurrence of any one or more of the following events shall
constitute an event of default hereunder (“Event of
Default”):


 




(a) If Maker shall fail
to pay when due any payment of the Principal Amount, interest or
other amount payable on this Note, provided that Maker has not
cured such payment within fifteen (15) calendar days of written
notice of non-payment from the Holder.

 

(b) If, pursuant to or
within the meaning of the United States Bankruptcy Code or any
other federal or state law relating to insolvency or relief of
debtors (a “Bankruptcy Law”), Maker
shall (i) commence a voluntary case or proceeding; (ii) consent to
the entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver, assignee,
liquidator or similar official; (iv) make an assignment for the
benefit of its creditors; or

 


(v)
admit in writing its inability to pay its debts as they become
due.


 




 








 





 

(c) If a court of
competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against Maker in an
involuntary case; (ii) appoints a trustee, receiver, assignee,
liquidator or similar official for Maker or substantially all of
its properties; or

 


(iii)
orders the liquidation of Maker.


 




(d) If Maker enters
into any of the following: (i) any merger with or into, acquisition
of the equity interests of, consolidation with, or other similar
transaction; (ii) the sale, transfer, lease, license or other
disposition of all or substantially all of its assets; or (iii) any
transaction or series of related transactions pursuant to which any
third party person or “group” (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”)) becomes the “beneficial owner” (as
such term is defined in Rule 13d-3 promulgated under the Exchange
Act) of a majority of the total voting power of Maker’s then
outstanding securities.

 

3. Remedies Upon Event of Default.
Upon the occurrence of an Event of Default hereunder, the Holder,
at its option, may: (i) declare the entire unpaid Principal Amount
then outstanding and all unpaid accrued interest owing on this
Note, due and payable immediately upon written notice to Maker;
(ii) pursue any and all other remedies available to the Holder at
law or equity; or (iii) pursue any combination of the above. Maker
shall pay all reasonable costs and expenses incurred by or on
behalf of the Holder in connection with the Holder’s exercise
of any or all of its rights and remedies under this Note,
including, without limitation, reasonable attorneys’ fees.
Without limiting the foregoing, upon and during the occurrence of
an Event of Default the Interest Rate applicable to the amount and
payable to Holder hereunder shall accrue at the rate of 10% per
annum.

 




4.

Miscellaneous.





 

4.1 Mutilated, Lost, Stolen or Destroyed
Note. In case this Note shall be mutilated, lost, stolen or
destroyed, Maker shall issue and deliver, in exchange and
substitution for and upon cancellation of the mutilated Note, a new
Note of like tenor, but only upon receipt of evidence reasonably
satisfactory to Maker of such loss, theft, or destruction of such
Note and reasonable indemnity or bond, if requested, also
reasonably satisfactory to Maker. The Holder shall pay the
reasonable costs incurred by the Maker in carrying out its
obligations under this Section 4.1.

 


 

4.2 Maximum Interest. Maker and the
Holder intend to conform strictly to the applicable usury laws. In
no event shall the Holder be entitled to interest exceeding the
maximum rate permitted by law. If the Holder ever receives an
amount designated as interest which would exceed the highest lawful
rate, the amount which would be excessive interest shall be
considered to be a reduction of principal and not a payment of
interest.

 

4.3 Notices. All notices and other
communications required or permitted by this Note shall be in
writing and shall be (a) delivered to the appropriate address by
hand, by nationally recognized overnight service or by courier
service (costs prepaid); (b) sent by facsimile or e-mail, or (c)
sent by registered or certified mail, return receipt requested, in
each case to the following addresses or email addresses (or to such
other address as Maker or the Holder may designate by notice to the
other):

 




 








 





 


If to
the Holder:

 


Parrut,
Inc. Address:


Email:


Attention:
Christopher A. Johnson

 


If to
Maker:


 


Recruiter.com
Group, Inc. 100 Waugh Drive, Suite 300


Houston, Texas
77007 Email:


Attention: Evan
Sohn


 


All
notices and other communications shall be deemed have been duly
given (as applicable): if delivered by hand, when delivered by
hand; if delivered by overnight service, when delivered by
nationally recognized overnight service; if delivered by courier,
when delivered by courier; if sent via registered or certified
mail, five (5) Business Days after being deposited in the mail,
postage prepaid; or if delivered by email, when transmitted if
transmitted without indication of delivery failure prior to 5:00
p.m. local time for the recipient (and if transmitted without
indication of delivery failure after 5:00 p.m. local time for the
recipient, then delivery will be deemed duly given at 9:00 a.m.
local time for the recipient on the subsequent Business
Day).


 

4.4 Entire Agreement. This Note
supersedes all prior agreements, whether written or oral, between
Maker and the Holder with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the
agreement between Maker and the Holder with respect to its subject
matter. All parties hereto have had the opportunity to review this
Note with their counsel. This Note is the result of good faith,
arms-length negotiations.

 

4.5 Modifications; Waiver. No
provision of this Note may be amended, supplemented, waived or
otherwise modified except by a written agreement mutually executed
by Maker and the Holder. Neither any failure nor any delay by Maker
or the Holder in exercising any right, power or privilege under
this Note or any of the documents referred to in this Note will
operate as a waiver of such right, power or privilege, and no
single or partial exercise of any such right, power or privilege
will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or
privilege.

 

4.6 Assignments, Successors and No Third
Party Rights. Neither Maker nor the Holder may assign any of
its rights or delegate any of its obligations under this Note
without the prior written consent of the other. Any purported
assignment without written consent of the other party shall be void
and of no effect. This Note will apply to, be binding in all
respects upon and inure to the sole benefit of the successors and
permitted assigns of Maker and the Holder. Nothing expressed or
referred to in this Note will be construed to give any person other
than Maker and the Holder any legal or equitable right, remedy or
claim under or with respect to any provision of this
Note.

 




 








 





 

4.7 Severability. If any provision
of this Note is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Note will
remain in full force and effect. Any provision of this Note held
invalid or unenforceable only in part or degree will remain in full
force and effect to the extent not held invalid or
unenforceable.

 

4.8 Governing Law; Consent to
Jurisdiction. This Note shall be governed by, and construed
in accordance with, the internal laws of the State of Nevada
without regard to the choice of law principles thereof. Each of the
parties hereto irrevocably submits to the exclusive venue and
jurisdiction of the state or federal courts located in New York
County, New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Note and the
transactions contemplated hereby, and agrees that such venue and
jurisdiction are appropriate and convenient for the parties.
Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world
by the same methods as are specified for the giving of notices
under this Note. Each of the parties hereto irrevocably consents to
the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an
inconvenient forum.

 

4.9 Time of Essence. With regard to
all dates and time periods set forth or referred to in this Note,
time is of the essence.

 


IN
WITNESS WHEREOF, Maker has executed and delivered this Note as of
the date first stated above.


 


	
 

	


Recruiter.com
Group, Inc.


 



By:                                                                 






Name:
Evan H. Sohn


Title:
Chief Executive Officer