Promissory Note (Page 2 of 4) in pdf

THIS NOTE HAS NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE

TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT UNDER SAID ACT COVERING THE TRANSFER OR AN OPINION OF

COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER SAID

ACT IS NOT REQUIRED.

PROMISSORY NOTE

$_______

[Date]

[Place]

For

value

received,

the

undersigned

[CORPORATION

NAME],

_______________ corporation (the “Company”), promises to pay the [NAME OF

STOCKHOLDER AND ADDRESS] (the “Holder”) on order, on the [DATE OF

MATURITY], the principal sum of $______________ ($____________) together with

simple interest form the date hereof on the principal amount from time to time unpaid at a

per annum rate of [NUMBER] (___%). The Company will pay such interest [quarterly,

semi-annually or annually] [at maturity] [on the last day of business March, June,

September, December] in each year commencing [DATE], except that all accrued but

unpaid interest shall be due and payable at the stated or accelerated maturity hereof and

upon [any] [the] prepayment [IN FULL] hereof. This Note may be prepaid in whole or in

part at any time, without premium, penalty or prior notice.

In the event that (a) the Company fails to make any payment of principal or

interest (if there are any required principal payments before maturity) interest on this

Note as provided herein and such failure continues for a period of 30 days or (b) the

Company files or has filed against it any petition under any bankruptcy or insolvency law

or for the appointment of a receiver or makes a general assignment for the benefit of

creditors, then the entire unpaid principal of this Note, together with any accrued interest

thereon, shall automatically become immediately due and payable. No failure by the

holder to take action with respect to any default hereunder shall affect its subsequent right

to take action with respect to the same or any other default. In the event of default the

Company agrees to pay all reasonable costs of collection, including reasonable attorneys’

fees, to the extent allowed by law.

[If subordinated] The payment of any amounts in respect of this Note is and

shall be subordinated and junior, in the manner hereinafter set forth, in right of payment

to the prior payment in full of all obligations of the Company with respect to present and

future indebtedness, including interest whether before or after the institution by or against

the Company of proceedings under Title 11 of the United States Code, for money

borrowed from banks, trust companies, finance companies, insurance companies, pension

plans, venture capital firms and other private and public institutional lenders (“Senior

Indebtedness”), and this Note is hereby subordinated as a claim against the Company or

any of its assets, whether such claim be in the ordinary course of business or in the event

Stockholder’s Promissory Note

Promissory Note Page 2

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