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Cleartronic, Inc. – ‘10-K’ for 9/30/15 – ‘EX-10.18’

On:  Wednesday, 1/13/16, at 4:54pm ET   ·   For:  9/30/15   ·   Accession #:  1091818-16-214   ·   File #:  0-55329

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/13/16  Cleartronic, Inc.                 10-K        9/30/15   54:4.6M                                   Yes International/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Year End Report                                     HTML    371K 
 2: EX-10.16    Material Contract                                   HTML     98K 
 3: EX-10.17    Material Contract                                   HTML    125K 
 4: EX-10.18    Material Contract                                   HTML     25K 
 5: EX-10.19    Material Contract                                   HTML     14K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     20K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     20K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     17K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     17K 
16: R1          Document and Entity Information                     HTML     45K 
17: R2          Condensed Consolidated Balance Sheets               HTML     97K 
18: R3          Condensed Consolidated Balance Sheets               HTML     46K 
                (Parenthetical)                                                  
19: R4          Consolidated Statements of Operations               HTML     58K 
20: R5          Condensed Consolidated Statements of Cash Flows     HTML    127K 
21: R6          Consolidated Statements of Changes in               HTML     87K 
                Stockholders' Deficit                                            
22: R7          Organization, and Summary of Significant            HTML     62K 
                Accounting Policies                                              
23: R8          Recent Accounting Pronouncements                    HTML     24K 
24: R9          Going Concern                                       HTML     22K 
25: R10         Deferred Income Taxes                               HTML     48K 
26: R11         Notes Payable - Stockholders                        HTML     22K 
27: R12         Convertible Promissory Notes                        HTML     26K 
28: R13         Equity Transactions                                 HTML     89K 
29: R14         Commitments and Contingencies                       HTML     33K 
30: R15         Subsequent Events                                   HTML     24K 
31: R16         Organization, and Summary of Significant            HTML    111K 
                Accounting Policies (Policies)                                   
32: R17         Deferred Income Taxes (Tables)                      HTML     45K 
33: R18         Equity Transactions (Tables)                        HTML     64K 
34: R19         Commitments and Contingencies (Tables)              HTML     24K 
35: R20         Organization, and Summary of Significant            HTML     61K 
                Accounting Policies (Details)                                    
36: R21         Going Concern (Details)                             HTML     29K 
37: R22         Deferred Income Taxes (Narrative) (Details)         HTML     22K 
38: R23         Deferred Income Taxes (Schedule of Net Deferred     HTML     30K 
                Income Tax Assets and Liabilities) (Details)                     
39: R24         Deferred Income Taxes (Reconciliation of Federal    HTML     31K 
                and State Income Tax Rate) (Details)                             
40: R25         Notes Payable - Stockholders (Details)              HTML     36K 
41: R26         Convertible Promissory Notes (Details)              HTML     68K 
42: R27         Equity Transactions (Preferred Stock) (Details)     HTML     88K 
43: R28         Equity Transactions (Common Stock) (Details)        HTML     62K 
44: R29         Equity Transactions (Consultant Stock Plans)        HTML     25K 
                (Details)                                                        
45: R30         Equity Transactions (Schedule of Stock Option       HTML     40K 
                Activity) (Details)                                              
46: R31         Equity Transactions (Summary of Outstanding         HTML     40K 
                Options by Price Range) (Details)                                
47: R32         Equity Transactions (Warrants) (Details)            HTML     21K 
48: R33         Equity Transactions (Schedule of Warrant Activity)  HTML     36K 
                (Details)                                                        
49: R34         Commitments and Contingencies (Obligations Under    HTML     40K 
                Operarting Leases) (Details)                                     
50: R35         Commitments and Contingencies (Major Customer,      HTML     28K 
                Major Supplier and Sole Manufacturing Source)                    
                (Details)                                                        
51: R36         Subsequent Events (Details)                         HTML     67K 
53: XML         IDEA XML File -- Filing Summary                      XML     84K 
52: EXCEL       IDEA Workbook of Financial Reports                  XLSX     48K 
10: EX-101.INS  XBRL Instance -- clri-20150930                       XML    809K 
12: EX-101.CAL  XBRL Calculations -- clri-20150930_cal               XML    116K 
13: EX-101.DEF  XBRL Definitions -- clri-20150930_def                XML    533K 
14: EX-101.LAB  XBRL Labels -- clri-20150930_lab                     XML   1.40M 
15: EX-101.PRE  XBRL Presentations -- clri-20150930_pre              XML    739K 
11: EX-101.SCH  XBRL Schema -- clri-20150930                         XSD     97K 
54: ZIP         XBRL Zipped Folder -- 0001091818-16-000214-xbrl      Zip    118K 


‘EX-10.18’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.18

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION UNDER THAT ACT IS AVAILABLE.



PROMISSORY NOTE


$ 50,000.00

 

 

Boca Raton, Florida

November 24, 2015

FOR VALUE RECEIVED, the undersigned, Cleartronic, Inc., a Florida corporation (the “Obligor”), promises to pay to the order of Marc Moore (said party and any subsequent holders hereinafter being collectively called the “Holder”) at 8000 North Federal Highway, Suite 100, Boca Raton, Florida (or at such other place in the Palm Beach County, Florida as the Holder may designate) the sum of $ 50,000.00 (the “Principal Amount”).

 

The Principal Amount and any then accrued and unpaid interest shall be due (the “Due Date”) on December 31, 2016.

 

This Promissory Note shall bear interest at the rate of 8% per annum on the unpaid Principal Amount and such interest shall be payable on December 31, 2016.

 

This Promissory Note may be prepaid without penalty at any time.

 

1.

Default.  The happening of any of the following events shall constitute a default hereunder:

 

(a)

Failure of Obligor to pay in full the Principal Amount when it becomes due’

 

(b)

Fifteen days after the Holder correctly gives notice to the Obligor to the effect that  any interest payment required to be made under this Promissory Note has not been paid in full and such payment is not thereafter made within such fifteen day period.

 

(c)

The Obligor becomes bankrupt, insolvent or if any bankruptcy (voluntary or involuntary) or insolvency proceedings (as said terms “insolvent” and “insolvency proceedings” are defined in the Uniform Commercial Code of Florida) are instituted or made by or against Obligor, or if application is made for the appointment for a receiver for the Obligor or for any of the assets of any Obligor, or an assignment is made for the benefit of the Obligor’s creditors.

 

Upon the happening of any event of default as defined herein, the Holder, at his, her or its option, may declare the entire unpaid Principal Amount to be immediately due and payable without notice or demand.  In the event of default, the then unpaid Principal



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Amount shall bear interest from the time of such default at the maximum legal rate permissible.

 

In addition to payment of the Principal Amount, if there is a default in this Promissory Note, the Holder shall be entitled to recover from the Obligor all the Holder’s costs of collection, including the Holder’s attorneys’ fees, paralegals’ fees and legal assistants’ fees (whether incurred in connection with any judicial, bankruptcy, reorganization, administrative, appeals or other proceedings and whether such fees or expenses arise before proceedings are commenced or after entry of any judgment), and all other costs or expenses incurred in connection therewith.

 

2.

Waiver.  With respect to the payment hereof, the Obligor waives the following:

 

-

All rights of exemption of property from levy or sale under execution or the process for the collection of debts under the Constitution or laws of the United States or of any state thereof;

 

-

Demand, presentment, protest, notice of dishonor, suit against any party, and all other requirements necessary to charge or hold any Obligor liable hereunder; and

 

-

All statutory provisions and requirements for the benefit of Obligor now or hereafter in force (to the extent that same may be waived).

 

3.

Fees and Costs.  The Obligor agrees to pay all filing fees and taxes, and all costs of collection or securing or attempting to collect or secure the payment thereof, including attorneys’ fees, whether or not involving litigation and/or appellate proceedings.

 

4.

Remedies.  The Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid, unless in writing and signed by the Holder.  All rights and remedies of the Holder shall be cumulative.  Furthermore, the Holder shall be entitled to all the rights of a holder in due course of a negotiable instrument.

 

5.

Governing Law.  This Promissory Note shall be governed by and construed in accordance with the laws of Florida.

 

6.

Enforceability.  Any provision of this Promissory Note that may be unenforceable or invalid under any law shall be ineffective to the extent of such unenforceability or invalidity without affecting the enforceability or validity of any other provision hereof.

 

7.

Notice.  Any notice required to be given to any person shall be deemed sufficient if mailed, postage prepaid, to such person’s address as set forth in this Promissory Note.

 

8.

Successors and Assigns. The provisions of this Promissory Note are binding on the assigns and successors of Obligor and shall inure to the benefit of the Holder and the Holder’s successors and assigns.  This Promissory Note is executed under the seal of the Obligor.



2

 


9.

Collection.  If this Promissory Note is not paid upon demand or according to the tenor hereof and strictly as above provided, it may be placed in the hands of an attorney at law for collection.  In such event, each party liable for payment thereof, as obligor, maker, endorser, guarantor or otherwise, hereby agrees to pay the holder hereof, in addition to the sums above stated, a reasonable attorneys’ fee, whether or not suit be initiated, which fee shall include attorneys’ fees at the trial level and on appeal, together with all costs incurred.  


Notwithstanding anything to the contrary, in no event, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid balance hereof, or otherwise, shall the amount taken, reserved or paid, charged or agreed to be paid, for the use, forbearance or detention of money advanced pursuant hereto or pursuant to any other document executed in connection herewith, exceed the maximum rate allowed by Florida law.  If, for any circumstances whatsoever, fulfillment of any obligation hereunder shall cause the effective rate of interest to exceed the maximum lawful rate allowed under Florida law, then, ipso facto, the obligation shall be reduced to the limit of such validity, and any amounts received by the Holder as interest that would exceed the maximum lawful rate allowed under Florida law shall be applied to the reduction of the unpaid principal balance and not the payment of interest.  If such excessive interest exceeds the unpaid principal balance, the excess shall be refunded.  In determining whether or not the interest paid or payable hereunder exceeds the maximum lawful rate, the Holder may utilize any law, rule or regulation in effect from time to time and available to the Holder.  This provision shall control every other provision of all agreements between the undersigned and Holder.


THE PROPER DOCUMENTARY STAMP TAX, IF REQUIRED, HAS BEEN PAID ON THIS PROMISSORY NOTE BY OBLIGOR.

 


Cleartronic, Inc.


By:

Larry M. Reid, CFO




3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/1610-Q
Filed on:1/13/16
11/24/15
For Period end:9/30/15NT 10-K
 List all Filings 


10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/24  Cleartronic, Inc.                 10-Q        3/31/24   45:3.4M                                   Yes International/FA
 2/14/24  Cleartronic, Inc.                 10-Q       12/31/23   45:3M                                     Yes International/FA
12/21/23  Cleartronic, Inc.                 10-K        9/30/23   49:3.7M                                   Yes International/FA
 8/14/23  Cleartronic, Inc.                 10-Q        6/30/23   42:3.8M                                   Yes International/FA
 5/12/23  Cleartronic, Inc.                 10-Q        3/31/23   44:3.2M                                   Yes International/FA
 4/28/23  Cleartronic, Inc.                 10-K/A      9/30/22    3:55K                                    Yes International/FA
 2/13/23  Cleartronic, Inc.                 10-Q       12/31/22   42:2.5M                                   Yes International/FA
12/29/22  Cleartronic, Inc.                 10-K        9/30/22   51:3.3M                                   Yes International/FA
12/29/21  Cleartronic, Inc.                 10-K        9/30/21   58:4.5M                                   Yes International/FA
 2/18/21  Cleartronic, Inc.                 10-K        9/30/20   59:3.5M                                   Yes International/FA
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