ex41.htm


    Exhibit
4.1

     

     

    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN
OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

    


    
      	
               

              $100,000.00

            	 
      	
              Blue
      Ash, Ohio

              March
      1, 2010

            


    

    


    TITLE
STARTS ONLINE, INC.

    


    6%
PROMISSORY NOTE DUE JUNE 30, 2010

    


    FOR VALUE RECEIVED, Title Starts
Online, Inc., a Nevada corporation (the “Company”), hereby promises to pay to
the order of GAVIN SCOTTI, SR. (“Holder”), the principal amount of ONE HUNDRED
THOUSAND dollars ($100,000) on the earlier of (i) the closing of any financing
by the Company or (ii) June 30, 2010 (“Maturity Date”) or earlier as hereinafter
provided.  Interest on the outstanding principal balance shall be paid
at maturity at the rate of six percent (6%) per annum. Accrued interest shall
also be payable at such time as any payment of principal of this Note is
made.  Interest shall be computed on the basis of a 365-day year,
using the number of days actually elapsed.   The Company is
issuing this Note in reliance upon the accuracy of the representations and
warranties made by the Holder’s Investor Qualification Statement dated the same
date hereof.  As additional consideration to the Holder, the Company
shall issue the Holder a common stock purchase warrant to acquire 8,929 shares
of common stock at an exercise price of $5.60 per share for a period of three
years.

    


    ARTICLE
1. 

    Events of Default and
Acceleration

    


    (a) Events of Default
Defined.  The entire unpaid principal amount of this Note,
together with interest thereon shall, on written notice to the Company given by
the Holder of this Note, forthwith become and be due and payable if any one or
more the following events (“Events of Default”) shall have occurred (for any
reason whatsoever and whether such happening shall be voluntary or involuntary
or be affected or come about by operation of law pursuant to or in compliance
with any judgment, decree, or order of any court or any order, rule or
regulation of any administrative or governmental body) and be
continuing.  An Event of Default shall occur:

    


    (i) if
failure shall be made in the payment of the principal of this Note when and as
the same shall become due and such failure shall continue for a period of five
(5) days after such payment is due; or

    


    (ii) if
failure shall be made in the payment of any installment of interest on this Note
when and as the same shall become due and payable whether at maturity or
otherwise and such failure shall continue for fifteen (15) days after receipt of
notice that such payment has not been made; or

    


    (iii) if the
Company shall consent to the appointment of a receiver, trustee or liquidator of
itself or of a substantial part of its property, or shall admit in writing its
inability to pay its debts generally as they become due, or shall make a general
assignment for the benefit of creditors, or shall file a voluntary petition in
bankruptcy, or an answer seeking reorganization in a proceeding under any
bankruptcy law (as now or hereafter in effect) or an answer admitting the
material allegations of a petition filed against the Company in any such
proceeding, or shall by voluntary petition, answer or consent, seek relief under
the provisions of any other now existing or future bankruptcy or other similar
law providing for the reorganization or winding up of corporations, or an
arrangement, composition, extension or adjustment with its or their creditors,
or shall, in a petition in bankruptcy filed against it or them be adjudicated a
bankrupt, or the Company or its directors or a majority of its stockholders
shall vote to dissolve or liquidate the Company; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) if an
involuntary petition shall be filed against the Company seeking relief against
the Company under any now existing or future bankruptcy, insolvency or other
similar law providing for the reorganization or winding up of corporations, or
an arrangement, composition, extension or adjustment with its or their
creditors, and such petition shall not be stayed or vacated or set aside within
ninety (90) days from the filing thereof; or

    


    (v) if a
court of competent jurisdiction shall enter an order, judgment or decree
appointing, without consent of the Company, a receiver, trustee or liquidator of
the Company or of all or any substantial part of the property of the Company, or
approving a petition filed against the Company seeking a reorganization or
arrangement of the Company under the Federal bankruptcy laws or any other
applicable law or statute of the United States of America or any State thereof,
or any substantial part of the property of the Company shall be sequestered;
or

    


    (vi) the
Company fails to pay all amounts owed under this Note upon
Maturity.

    


    (b) Rights of the
Holder.  Nothing in this Note shall be construed to modify,
amend or limit in any way the right of the Holder to bring an action against the
Company.

     

    ARTICLE
2. 

    Miscellaneous

    


    (a) Prepayments and Partial
Payments.  The Company may not prepay this Note in whole or in
part.

    


    (b) Transferability.  This
Note shall not be transferred except in a transaction exempt from registration
pursuant to the Securities Act and applicable state securities
law.  The Company shall treat as the owner of this Note the person
shown as the owner on its books and records.  The term “Holder” shall
include the initial holder named on the first page of this Note and any
subsequent holder of this Note.

    


    (c) WAIVER
OF TRIAL BY JURY.  IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT
OF THIS NOTE, THE COMPANY WAIVES TRIAL BY JURY.

    


    (d) Usury Saving
Provision.  All payment obligations arising under this Note are
subject to the express condition that at no time shall the Company be obligated
or required to pay interest at a rate which could subject the holder of this
Note to either civil or criminal liability as a result of being in excess of the
maximum rate which the Company is permitted by law to contract or agree to
pay.  If by the terms of this Note, the Company is at any time
required or obligated to pay interest at a rate in excess of such maximum rate,
the applicable rate of interest shall be deemed to be immediately reduced to
such maximum rate, and interest thus payable shall be computed at such maximum
rate, and the portion of all prior interest payments in excess of such maximum
rate shall be applied and shall be deemed to have been payments in reduction of
principal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (e) Notice to
Company.  Notice to the Company shall be given to the Company
at its principal executive offices, presently located at 4540 Alpine Road, Blue
Ash, Ohio 45242, telecopier ___________, attention of Stephen Burns, CEO, or to
such other address or person as the Company may, from time to time, advise the
holder of this Note, or to the holder of this Note at the address set forth on
the Company’s records.  Notice shall be given by hand delivery,
certified or registered mail, return receipt requested, overnight courier
service which provides evidence of delivery, or by telecopier if confirmation of
receipt is given or of confirmation of transmission is sent as herein
provided.

    


    (f) Governing
Law.  This Note shall be governed by the laws of the State of
New York applicable to agreements executed and to be performed wholly within
such State.  The Company hereby (i) consents to the non-exclusive
jurisdiction of the United States District Court for the Southern District of
New York and Supreme Court of the State of New York in the County of New York in
any action relating to or arising out of this Note, (ii) agrees that any process
in any such action may be served upon it, in addition to any other method of
service permitted by law, by certified or registered mail, return receipt
requested, or by an overnight courier service which obtains evidence of
delivery, with the same full force and effect as if personally served upon him
in New York City, and (iii) waives any claim that the jurisdiction of any such
tribunal is not a convenient forum for any such action and any defense of lack
of in personam jurisdiction with respect thereto.

    


    (g) Expenses.  In
the event that the Holder commences a legal proceeding in order to enforce its
rights under this Note, the Company shall pay all reasonable legal fees and
expenses incurred by the Holder with respect thereto, if the Holder is
successful in enforcing such action.

    


    IN WITNESS WHEREOF, the Company has
executed this Note as of the date and year first aforesaid.

     

     

    
      
        	 	TITLE STARTS ONLINE, INC.	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Stephen Burns	 
	 	 	Stephen Burns, CEO