NOTE SHALL AUTOMATICALLY BE DEEMED CANCELED, SHALL BE
SURRENDERED TO THE COMPANY FOR CANCELLATION AND SHALL NOT BE REISSUED.
14.
WAIVER OF NOTICE.
TO THE EXTENT PERMITTED BY LAW, THE COMPANY HEREBY
WAIVES DEMAND, NOTICE, PROTEST AND ALL OTHER DEMANDS AND NOTICES IN CONNECTION
WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THIS
INITIAL NOTE.
15.
GOVERNING LAW; JURISDICTION.
THIS INITIAL NOTE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS INITIAL NOTE SHALL BE GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY AND COUNTY OF SAN DIEGO, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS INITIAL NOTE AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
FHVI Form Senior Secured Promissory Note v.F2
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.
16.
INTERPRETATIVE MATTERS.
UNLESS THE CONTEXT OTHERWISE REQUIRES,
(A) ALL REFERENCES TO SECTIONS, SCHEDULES OR EXHIBITS ARE TO SECTIONS, SCHEDULES
OR EXHIBITS CONTAINED IN OR ATTACHED TO THIS INITIAL NOTE, (B) EACH ACCOUNTING
TERM NOT OTHERWISE DEFINED IN THIS INITIAL NOTE HAS THE MEANING ASSIGNED TO IT
IN ACCORDANCE WITH GAAP, (C) WORDS IN THE SINGULAR OR PLURAL INCLUDE THE
SINGULAR AND PLURAL AND PRONOUNS STATED IN EITHER THE MASCULINE, THE FEMININE OR
NEUTER GENDER SHALL INCLUDE THE MASCULINE, FEMININE AND NEUTER AND (D) THE USE
OF THE WORD "INCLUDING" IN THIS INITIAL NOTE SHALL BE BY WAY OF EXAMPLE RATHER
THAN LIMITATION.
IN WITNESS WHEREOF, the Company has caused this Initial Note to be executed on
its behalf by the undersigned as of the date first set forth above.
FRESH HEALTHY VENDING INTERNATIONAL, INC.,
a Nevada Corporation
By: __________________________
Alex Kennedy, Chief Executive Officer
FHVI Form Senior Secured Promissory Note v.F2