BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, AND BORROWER HEREBY AGREES
AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS (OR SUCH OTHER
COUNTY IN TEXAS) MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS OF BORROWER CONTAINED HEREIN, AND
SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN
SO MAILED.
PROMISSORY NOTE - Page 4
BORROWER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY
SUIT, ACTION OR PROCEEDING BROUGHT BY THE HOLDER OF THIS NOTE IN CONNECTION WITH
THE LOAN, ANY AND EVERY RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL
BY JURY, (III) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COMPULSORY
COUNTERCLAIM), AND (IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE
SUIT, ACTION OR PROCEEDING.
Nothing herein contained shall prevent or prohibit
Borrower from instituting or maintaining a separate action against the holder of
this Note with respect to any asserted claim.
NO ORAL AGREEMENTS.
THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS RELATED THERETO
EMBODY THE FINAL, ENTIRE AGREEMENT OF BORROWER AND LENDER AND SUPERSEDE ANY AND
ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF BORROWER AND LENDER.
THERE ARE NO ORAL
AGREEMENTS BETWEEN BORROWER AND LENDER.
THE PROVISIONS OF THIS NOTE AND THE
LOAN DOCUMENTS RELATED THERETO MAY BE AMENDED OR REVISED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY THE BORROWER AND LENDER.
PROMISSORY NOTE - Page 5
Signed as of the _____ day of July, 2011.
BORROWER:
ISECURETRAC CORP., a Delaware
corporation
By:
Peter A. Michel
Its:
Chief Executive Officer
PROMISSORY NOTE - Page 6
EXHIBIT A
ADVANCE REQUEST FORM
To:
Crestpark LP, Inc.
c/o Sammons Corporation
5949 Sherry Lane, Suite 1900
Dallas, Texas
75225
Attention:
________________________
Gentlemen:
The undersigned are officers of iSecureTrac Corp., a Delaware corporation (the
"Borrower"), and are authorized to make and deliver this certificate pursuant to
that certain Promissory Note dated as of July ____, 2011, by and between the
Borrower and Crestpark LP, Inc. (the "Note").
All terms defined in the Note
shall have the same meaning herein.
Borrower hereby requests an advance (the
"Requested Advance") in accordance with the Note.
In connection with the foregoing and pursuant to the terms and provisions of the
Note, the undersigned hereby certify that the following statements are true and
correct:
(i)
No default or Material Adverse Effect exists, has occurred and is
continuing or would result from the Requested Advance.
(ii)
The amount of