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 shall be paid in the lump sum amount of [INSERT LUMPSUM AMOUNT TO BE PAID].
   2. [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. EVENT OF DEFAULT
   1. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Note:
      1. 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 five (5) days after the due date; and
      2. any other Event of Default described in the Security Agreement.
6. 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.
7. 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.
8. 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.
9. 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.
10. TERM AND TERMINATION
    1. This Agreement shall, by mutual consent of the parties, remain in force and effect for a period of [INSERT THE TERM OF THE AGREEMENT] years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.
    2. The present Agreement shall be terminated at the expiration of the term, but the obligation of the non-disparagement shall be applicable on the parties for perpetuity.
11. 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.
12. AMENDMENT
    1. This Agreement may be amended by, and only by, a written consent of the parties.
13. 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.
14. 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
15. DISPUTE RESOLUTIONS
    1. 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.
    2. The decision of the Arbitrator shall be final and binding upon the parties.
16. 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].
17. 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: [MENTION THE EMAIL ID OR/AND ADDRESS OF ISSUER]
       2. HOLDER: [MENTION THE EMAIL ID OR/AND ADDRESS OF HOLDER]
18. 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 understandings, 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.
19. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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]