f8k062811ex10i_appsgenius.htm


Exhibit 10.1


 


APPS GENIUS CORP




PROMISSORY NOTE













 



	$10,000  	 Issuance Date:  June 28, 2011





 




This Promissory Note (the “Note”) is duly authorized and issued by Apps Genius Corp, Inc., a company organized under the laws of the state of Nevada (the “Company”).


 


FOR VALUE RECEIVED, the Company promises to pay to the order of [            ] at [  ], and or its registered assignee (the “Holder”), the principal sum of $10,000 (the “Principal Amount”) plus either the Interest Amount (as defined below) or Extended Interest Amount (as defined below) on  the earlier of (i) December [   ], 2011 (the “Maturity Date”) during which the Company will accrue the Interest Amount, (ii) within three (3) Business Days of the closing date of the Qualified Offering (the “Offering Maturity Date”), or (iii)  at the sole option of the Company, the Maturity Date may be extended from the Maturity Date, in 30 day increments, for up to 12 months (the “Extended Maturity Date”) during which the Company will accrue the Extended Interest Amount .







This Note is subject to the following additional provisions:







A.           “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.


 


B.           “Extended Interest Amount” means an interest rate of 6.5% per annum.


 


C.           “Interest Amount” means an interest rate of rate of 6% per annum.







D.           “Qualified Offering” means a private placement of certain equity securities offered by the Company, of a minimum amount of two hundred fifty thousand dollars ($250,000), with the proceeds of the offering to be received directly by the Company.








1.  Interest









(a) The Company shall pay to the Holder the Principal Amount, plus the Interest Amount, on the Maturity Date and the Offering Maturity Date.







(b) The Company shall pay to the Holder the Principal Amount, plus the Extended Interest Amount, on the Extended Maturity Date.







(c) Such Interest Amount and Deferred Interest Amount, as applicable, shall accrue daily commencing on the Issuance Date, compound monthly, and shall be computed on the basis of a 360-day year.  If any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, then the same shall instead be due on the next succeeding day which is a Business Day.


 


2.  Event of Default. If any of the following events, acts or circumstances shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be affected by operation of law or otherwise) it shall be considered an Event of Default:


 




  





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(a)           If the Company shall fail to make payment required under this Note within ten (10) Business Days after written demand therefore by the Holder; or







(b)           The entry of a decree or order by a court having jurisdiction adjudging the Company a bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Company, under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, and the continuance of any such decree or order unstayed and in effect for a period of thirty (30 ) days; or the commencement by the Company of a voluntary case under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, or other similar law, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under federal bankruptcy law or any other applicable federal or state law, or the consent by the Company to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Borrower or of any substantial part of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.







(c)           Rights of Holder upon Default.  Upon the occurrence and during the continuation of any Event of Default, immediately and without notice, all outstanding principal payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. 


 

 


3.  Miscellaneous.







(a)           Prepayment and repayment.  At any time the Company may pay any outstanding amount then owing under this Note to the Holder without further fee or penalty.







(b)           Governing Law.   This Note shall be governed by the laws of the State of New Jersey as applied to contracts entered into and to be performed entirely within the State of New Jersey.







(c)           Waiver of Jury Trial.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE HOLDER OR THE COMPANY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER'S PURCHASING THIS NOTE.


 


(d)           Notices.







i. Any notice pursuant to this Note to be given or made by the Holder to or upon the Company shall be sufficiently given or made if sent by certified or registered mail, postage prepaid, addressed (until another address is sent by the Company to the Holder) as follows:


 




  





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	 	 To the Company:	 Apps Genius Corp
	 	 	 157 Broad Street, Suite 303
	 	 	 Red Bank, NJ 07701
	 	 	 Attn: Adam Kotkin
	 	 	 Phone: (732) 530-1267
	 	 	 Facsimile: (732) 741-2842
	 	 	 
	 	 With copies to:  	 Anslow & Jaclin, LLP
	 	 	 195 Route 9 South
	 	 	 Manalapan, NJ 07726
	 	 	 Attn:  Gregg E. Jaclin, Esq.
	 	 	 Phone:  (732) 409-1212
	 	 	 Facsimile:  732-577-1188
	 	 	 
	 	 To the Holder:    	 [      ]





 


 


Any notice pursuant to this Note to be given or made by the Company to or upon the Holder shall be sufficiently given or made if sent by certified or registered mail, postage prepaid, addressed (until another address is sent by the Holder to the Company) to the address of the Holder set forth above.







(e)           No Waiver.  No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed to have any application to any future default or exercise of rights hereunder.


 


(f)           Modification and Severability.  If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency.  If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Note, but this Note shall be construed as if such unenforceable provision had never been contained herein.







(g)           Parties in Interest.  All covenants, agreements and undertakings in this Note binding upon the Company or the Holder shall bind and inure to the benefit of the successors and permitted assigns of the Company and the Holder, respectively, whether so expressed or not.







(h)           Facsimile Signature.  In the event that the Company’s signature is delivered by facsimile transmission, PDF, electronic signature or other similar electronic means, such signature shall create a valid and binding obligation of the Company with the same force and effect as if such signature page were an original thereof.












 


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IN WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.


 


APPS GENIUS CORP












By:  __________________________


Name: Adam Kotkin


Title: Chief Executive Officer












[                                ]












By: __________________________


       Name:


 

 


 


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