SECURED LUMPSUM PROMISSORY NOTE AGREEMENT

This SECURED LUMPSUM PROMISSORY NOTE AGREEMENT (hereinafter referred to as “the Agreement” or “Note”) is made on [INSERT THE DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE ISSUER], having registered office at [INSERT ADDRESS OF THE ISSUER] (hereinafter referred as the “Issuer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[INSERT NAME OF THE HOLDER], having registered office at [INSERT ADDRESS OF THE HOLDER] (hereinafter referred as the “Holder” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Issuer and the Holder shall be collectively referred as “Parties” and individually as “Party”.

FOR VALUE RECEIVED, the undersigned, Issuer, hereby promises to pay to the order of Holder the maximum principal amount of [INSERT PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined below) outstanding from time to time at the rate or rates hereafter specified and any and all other sums which may be owing to the Holder by the Issuer hereunder.

The terms of the Note as are as follows:

1. MATURITY AND PAYMENT TERMS
   1. This Note will mature, and be due and payable in full, on [INSERT MATURITY DATE] (the “Maturity Date”) and;
   2. The Issuer hereby agrees and covenants to pay the Holder the full Principal Amount [INSERT THE AMOUNT], together with all accrued and unpaid interest thereon, in accordance with the terms and conditions set forth in this Agreement. All payments made by the Issuer shall be free and clear of any deductions, withholdings, set-offs, or counterclaims, except as required by applicable law.
   3. [INSERT MODE OF THE PAYMENT]
   4. [INSERT OTHER PAYMENT TERMS]
2. INTEREST
   1. On the date that is [INSERT SPECIFIC NUMBER OF DAYS, e.g., 30, 60, 90, OR ANY AGREED-UPON PERIOD AFTER THE DATE OF THIS NOTE, REPRESENTING THE FIRST INTEREST PAYMENT DUE DATE] after the date of this Note, the Issuer shall pay the then accrued interest on this Note. The chosen number of days should reflect the agreed-upon schedule for interest payments, ensuring clarity on when the first interest payment is due.
   2. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [INSERT SPECIFIC PERCENTAGE, e.g., 10%, 12%, 15%, REPRESENTING THE DEFAULT INTEREST RATE, WHICH IS HIGHER THAN THE REGULAR INTEREST RATE TO COMPENSATE FOR THE INCREASED RISK OF NON-PAYMENT] per annum. The default interest rate should be set at a level that aligns with industry norms and any applicable legal limitations, ensuring that the lender is adequately compensated for the added risk associated with a default.
3. SECURITY
   1. This Note is Secured by a trust deed on Issuer’s Property described as [INSERT PROPERTY DESCRIPTION] hereinafter known as the “Security”, which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder’s consent until the Due Date. If the Issuer breaches this provision, Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole-option to accept the Security as full- payment for the Principal Money without further liabilities or obligations. If the market value of the Security does not exceed the Principal Money, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law.
4. PREPAYMENT
   1. Issuer may prepay this Note prior to the Maturity Date, without premium or penalty upon written notice to Holder.
5. REPRESENTATION AND WARRANTIES
   1. Each Party represents and warrants to the other that:
   2. The Issuer is a duly organized, validly existing legal entity under the laws of its jurisdiction of incorporation or formation and has full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder.
   3. The Issuer has full ownership of the Security provided for this Note, free and clear of any liens, encumbrances, or claims, except as disclosed to the Holder in writing.
   4. The Issuer’s financial statements, if any have been provided, are true, complete, and fairly represent its financial condition as of the date presented.
   5. The Issuer shall use the funds provided under this Note solely for lawful and agreed-upon purposes.
   6. The Holder has full legal capacity, power, and authority to enter into this Agreement and to exercise its rights hereunder.
6. CONFIDENTIALITY
   1. For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, or sensitive information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether orally, in writing, electronically, or in any other form. This includes, but is not limited to, financial terms, loan structure, security or collateral details, payment terms, business plans, trade secrets, proprietary financial data, or any other information related to the obligations of the Issuer or the rights of the Holder under this Agreement.
   2. The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be insufficient. Accordingly, in the event of an actual or threatened breach of this Clause, the Disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief and specific performance, in addition to any other remedies available at law or in equity.
   3. Upon termination or full repayment of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party’s option, securely destroy all Confidential Information in its possession, except for copies required to be retained for legal, compliance, or archival purposes.
   4. Nothing in this Clause shall be construed as granting any license or right, by implication or otherwise, to use the Confidential Information for any purpose other than as expressly permitted under this Agreement.
7. EVENT OF DEFAULT
   1. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Note:
   2. The failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for [INSERT NO. OF THE DAYS] days after the due date; and
   3. Any other Event of Default described in the Security Agreement.
8. RIGHTS AND REMEDIES UPON DEFAULT
   1. Upon the occurrence of an Event of Default hereunder, the Holder, in the Holder’s sole discretion and with prior written notice to the Issuer, may: (a) declare the entire outstanding Principal Amount, together with all accrued interest and all other sums due under this Note, to be immediately due and payable, and the same shall thereupon become immediately due and payable without protest, presentment, demand or notice, which are hereby expressly waived; (b) exercise its right of setoff against any money, funds, or credits of the Issuer now or at any time hereafter in the possession of, in transit to or from, under the control or custody of or on deposit with, the Holder or any affiliate of the Holder in any capacity whatsoever; and (c) exercise any or all rights, powers and remedies provided for in the Loan Documents or now or hereafter existing at law, in equity, by statute or otherwise.
9. MAXIMUM LAWFUL RATE
   1. In no event shall the amount of interest due or payments in the nature of interest payable hereunder exceed the maximum non-usurious interest permitted by applicable law (the “Maximum Lawful Rate”). If from any possible construction of any document or from receipt of anything of value by Holder, interest would otherwise be payable in excess of the Maximum Lawful Rate, any such construction or receipt shall be subject to the provisions of this paragraph and such document shall be automatically reformed and the interest payable shall be automatically reduced to the Maximum Lawful Rate, without the necessity of execution of any amendment or new document, and any interest in excess of the Maximum Lawful Rate shall be applied to the reduction of the principal amount owing under this Note, or refunded to Issuer or other payer thereof if and to the extent such excessive amount exceeds such unpaid principal amount.
10. ALLOCATION OF PAYMENT
    1. Payments shall be first credited any late fees due, then to interest due and any remainder will be credited to principal.
11. ACCELERATION
    1. Holder may require Issuer to pay the entire balance of the unpaid principal and accrued interest immediately if the Issuer is more than [INSERT SPECIFIC NUMBER OF DAYS, e.g., 30, 60, or 90 days, WHICH REPRESENTS THE AGREED UPON GRACE PERIOD FOR LATE PAYMENTS] days late in making a payment.
12. TERMINATION
    1. This Agreement may be terminated under the following circumstances:
       1. The Parties may mutually agree in writing to terminate this Agreement before the Maturity Date. In such a case, any outstanding principal, accrued interest, and applicable fees shall become immediately due and payable unless otherwise agreed in writing.
       2. This Agreement shall automatically terminate once the Issuer has fully repaid the Principal Amount, along with all accrued and unpaid interest, late fees (if any), and any other outstanding amounts due under this Note.
       3. Either Party may terminate this Agreement with immediate effect by providing written notice to the other Party if the other Party materially breaches any of its obligations under this Agreement and fails to remedy such breach within [INSERT NUMBER OF DAYS AS CURE PERIOD, e.g., 30 days] after receiving written notice of the breach.
       4. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
       5. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality, indemnification, notices, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
13. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
14. AMENDMENT
    1. This Agreement may be amended by, and only by, a written consent of the parties.
15. SUCCESSORS
    1. This Agreement shall be binding as upon all successors of the parties which includes, but is not limited to, executors, personal representatives, estates, trustees, heirs, beneficiaries, assignees, nominees, and creditors of the parties.
16. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
17. DISPUTE RESOLUTIONS
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
18. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT APPLICABLE LAWS OF STATE/COUNTRY]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
19. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
20. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. ISSUER: [INSERT THE EMAIL ID OR/AND ADDRESS OF ISSUER]
       2. HOLDER: [INSERT THE EMAIL ID OR/AND ADDRESS OF HOLDER]
21. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understanding, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Issuer:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF ISSUER AND/OR DESIGNATION] 

Signature:

Date: [INSERT THE DATE ON WHICH ISSUER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Holder:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF HOLDER AND/OR DESIGNATION] 

Signature: 

Date: [INSERT THE DATE ON WHICH HOLDER SIGNS THE AGREEMENT]