ex41.htm


    Exhibit 4.1


    


     PROMISSORY
NOTE

     

    $__________ _____,
2009

     

    FOR VALUE
RECEIVED, Waste2Energy, Inc., a Delaware corporation with an address at 1185
Avenue of the Americas, 20th Floor,
New York, NY 10036 ("Maker"), promises to pay to the order of __________
("Payee"), the principal sum of _____________ ($______),
plus interest on the outstanding principal from the date hereof to and including
the day when principal is paid in full. Interest shall accrue daily at the rate
of ten percent (10%) per annum.

     

    1.           Payments.
Maker shall pay the entire principal balance, plus all accrued and unpaid
interest thereon, within 90 days from the date of this Note. All payments shall
be in lawful money of the United States, and shall be applied first to accrued
interest and then to the outstanding principal balance. Payments shall be made
to Payee at ______________ or at such other place as Payee or any subsequent
holder may designate to Maker in writing.

     

    2.           Prepayments.
The indebtedness evidenced by this Note may be prepaid at any time and from time
to time, without advance notice to Payee, in whole or in part without premium or
penalty, but with accrued interest to the date of prepayment on the amount of
principal being prepaid. Partial prepayments of principal will be applied to the
latest maturing installments.

     

    3.           Mandatory
Prepayment. This Note shall automatically become due and payable, including
accrued interest thereon, upon the final closing for the sale of at least
$5,000,000 of the equity securities of Maven Media Holdings, Inc. (the Maker’s
parent company (“Maven Media”)) pursuant to the Confidential Private Placement
Offering Memorandum for Accredited Investors Only of the securities of Maven
Media, dated May 1, 2009 as amended.

     

    4.           Additional
Incentive. As a further inducement to Payee, Maven Media shall promptly
issue ____________ (________)
shares of its common stock to Payee.

     

    5.           Payments
to Charles Vista, LLC. It
is understood that Maker shall pay Charles Vista, LLC a Fee of Ten
Percent (10%) of the principal amount of this Note amounting to
_____________ ($__________)
and a Non-Accountable Expense Allowance of Three Percent (3%) of the principle
amount of this Note amounting to _______________($____).

     

    6.           Event
of Default. If there is a failure to pay any installment of principal of,
interest when due, Payee may, by notice to Maker, declare this Note, all
interest herein, and all other amounts payable hereunder to be due and payable,
whereupon the same shall become immediately due and payable (“Event of
Default”).

     

     

    
      
         

      

      
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    7.           No
Waiver, etc. No delay or omission on the part of Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right of
Payee, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Maker,
and every endorser of this Note, regardless of the time, order or place of
signing, waives presentment, demand, protest and notices of every kind with
respect to this Note and assents (i)
to any extension or postponement of the time of payment and to any other
indulgence, or (ii) to the addition or release of, or any compromise or
settlement with, any endorser or other party or person primarily or secondarily
liable hereunder.

     

    8.           Payee's
Expenses. Maker also agrees to pay on demand all costs and expenses (including
fees and expenses of counsel) incurred by Payee after the occurrence of an Event
of Default in determining his rights under this Note or in administering and/or
enforcing this Note. All such costs and expenses shall bear interest, payable on
demand, from the date of payment thereof by Payee until paid in full by Maker,
at the rate from time to time applicable to the principal of this
Note.

     

    9.           Governing
Law. This Note shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed wholly
within New York State, without giving effect to conflict of laws
principles.

     

    10.           Notices.
Any notice or other communication required or permitted under this Note shall be
in writing and shall be deemed to have been duly given (i) upon hand delivery,
or (ii) on the third day following delivery to the U.S. Postal Service as
certified or registered mail, return receipt requested and postage prepaid, or
(iii) on the first day following delivery to a nationally recognized United
States overnight courier service, fee prepaid, return receipt or other
confirmation of delivery requested, or (iv) when telecopied or sent by facsimile
transmission if an additional notice is also delivered or mailed, as set forth
under (i), (ii) or (iii) above, within three days thereafter. Any such notice or
communication shall be delivered or directed to a party at its address set forth
above or, as to each such party or any holder hereof, at such other address as
may be designated by such party or holder in a notice given to the other parties
hereto in accordance with the provisions of this paragraph.

     

    11.           Modifications;
Waiver. No modification or waiver of this Note or any part hereof shall be
effective unless in writing and signed by Maker and Payee. No waiver of any
breach or condition of this Note shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like kind or different nature. No
course of dealing between Maker and Payee, or between Payee and any other party,
will be deemed effective to modify, amend, waive or discharge any part of this
Note or of the rights or obligations of Maker hereunder.

     

    12.           Jurisdiction
and Venue. In the event that any legal proceedings are commenced in any court
with respect to any matter arising under this Note, Maker specifically consents
and agrees that: (i)
the courts of the State of New York and/or the United States Federal
Courts located in the State of New York shall have exclusive jurisdiction over
Maker and over the subject matter of any such proceedings; and (ii) the venue of
any such action shall be in New York County, New York and/or the United States
District Court for the Southern District of New York.

     

    IN
WITNESS WHEREOF, Waste2Energy, Inc. has executed this Note as of the date first
above written.

     

    Waste2Energy,
Inc.

     

    By:
____________________

    Name:                      

    Title:                      

    Date:                      

     

    
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