Master Promissory Note
(Balloon Payments)
Principal amount
Effective date
This Master Promissory Note (the “Note”) is dated as of Effective date (the “Effective Date”) among Borrower (Name), a Borrower state of incorporation corporation, Assigned obligor (Name), a Assigned obligor state of incorporation corporation, Borrower recipient (Name), a Borrower recipient entity state limited liability company, Lender 1 (Name), a Lender 1 State limited liability company, Lender 2 (Name), a Lender 2 State limited liability company, Lender 3 (Name), a Lender 3 State limited liability company, Lender 4 (Name), a Lender 4 State limited liability company, Lender 5 (Name), a Lender 5 State limited liability company; and collectively with Lender 1 (Name), Lender 2 (Name), Lender 3 (Name), and Lender 4 (Name), the “Lender group short name Members”), and Assignee lender (Name), a Assignee lender state limited liability company.
Recitals
Between the years Loan start year and Loan end year, the Lender group short name Members lent the following aggregate amounts to Borrower recipient (Name) (each, an “Lender group short name Member Loan” and, collectively, the “Lender group short name Member Loans”):
Lender group short name Member | Amount of Loans |
|---|---|
Lender 1 (Name) | Loan amount 1 |
Lender 2 (Name) | Loan amount 2 |
Lender 3 (Name) | Loan amount 3 |
Lender 4 (Name) | Loan amount 4 |
Lender 5 (Name) | Loan amount 5 |
TOTAL | Loan amount total |
The Lender group short name Members issued the Lender group short name Member Loans in exchange for Borrower recipient (Name)’s agreement to repay the principal of the Lender group short name Member Loans without interest and continuing until all outstanding principal is fully paid.
The Lender group short nameMembers desire to assign all of their rights under the Lender group short nameMember Loans, including, but not limited to, all rights to receive payment of principal and interest thereunder, to Assignee lender (Name).
Borrower recipient (Name) desires to assign its obligations under the Lender group short name Member Loans, including, but not limited to, the obligations to make payments to the Lender group short name Members thereunder, to Borrower (Name);
The parties desire to establish the payment schedule, maturity date, and other rights and obligations of the parties under the Lender group short name Member Loans as set forth herein.
Agreement
NOW THEREFORE, in consideration of the recitals, promises, covenants, warranties, representations, and provisions contained in this Note, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree that the recitals above are true and correct and incorporated herein by reference, and further agree as follows:
Assignment and Assumption.
The Lender group short name Members hereby assign their rights under the Lender group short name Member Loans, including, but not limited to, all rights to receive payment of principal and interest, thereunder, to Assignee lender (Name) hereby accepts said assignment. Further, Borrower recipient (Name) hereby assigns its obligations under the Lender group short name Member Loans, including but not limited to, the obligations to make payments to the Lender group short name Members thereunder, to Borrower (Name), and Borrower (Name) accepts said assignment.
Mote Obligations.
At the times and in the manner herein stated, Borrower (Name)hereby promises to pay to the order of Assignee lender (Name), at such place, either within or without the State of Governing state, as Assignee lender (Name) may from time to time designate in writing, in legal tender of the United States of America, the aggregate principal sum of Principal amount in words (Principal amount) (the “Principal”), in accordance with the terms, conditions, and provisions hereinafter set forth in this Note.
Payment Plan.
No monthly payments shall be due under the Note.
Interest Rate.
No interest shall accrue on the Principal.
Payments.
Borrower (Name) shall pay, in legal tender of the United States of America, First payment amount in words (First payment amount) of the Principal to Assignee lender (Name) (the “First Payment”) on or before the Effective Date. Borrower (Name) shall thereafter pay, in legal tender of the United States of America, the entire remaining unpaid Principal balance of Second payment amount in words (Second payment amount) to Assignee lender (Name) (the “Second Payment”) on or before the date that is Months until maturity months after the Effective Date (the “Maturity Date”). In the event that Borrower (Name) fails to pay the First Payment and/or the Second Payment by either of the dates due hereunder, then as of the due date of the First Payment and/or the Second Payment and thereafter until such past-due amount(s) is/are paid in full, interest on the outstanding Principal balance hereunder shall accrue at the Default Rate, as defined below.
Application of Payments.
All payments received by Assignee lender (Name) from or on the account of Borrower (Name) due hereunder shall be applied by Assignee lender (Name) as follows:
First: To pay any and all fees, late fees or other charges due, owing, and/or accrued; and
Second: Payment toward the outstanding Principal balance on this Note.
Offsets or Deductions.
All payments under the Note shall be made by Borrower (Name) without any offset, decrease, reduction or deduction of any kind or nature whatsoever, including, but not limited to, any decrease, reduction or deduction for, or on account of, any offset, withholdings, present or future taxes, present or future reserves, imposts or duties of any kind or nature that are imposed or levied by or on behalf of any government and/or taxing agency, body or authority by or for any municipality, state, or nation.
Collateral.
This Note shall be secured by a senior priority interest in all of the assets of Borrower (Name), all of the assets of Assigned obligor (Name), and all of the assets of Borrower recipient (Name), including all real property, fixtures, furnishings, machinery, equipment, and other personal property of Borrower (Name), Assigned obligor (Name), and Borrower recipient (Name) (the “Collateral”). Borrower (Name), Assigned obligor (Name), and Borrower recipient (Name) hereby acknowledge that Assignee lender (Name) may file financing statements (including, but not limited to, Type of financing statement financing statement) in the Primary country name, and in the personal property registries of the relevant provincial jurisdictions of Second country name, to perfect its security interest in the Collateral. In the event of the occurrence of any event of Default, as hereinafter defined, and such event of Default continues for a period of Days of cure default calendar days after written notice by Assignee lender (Name) of such event of Default, with respect to the jurisdiction of the Primary country name, Assignee lender (Name) shall be authorized to execute on its recorded UCC-1 financing statement, including repossession of the Collateral. Assignee lender (Name) shall deduct all amounts recovered from the sale of the Collateral from the Principal balance and any interest, fees, and other charges due hereunder.
Default.
Any one or more of the following events or occurrences shall constitute a default under this Note (hereinafter “Default”):
A petition or action for relief shall be filed by or against Borrower (Name), Assigned obligor (Name), or Borrower recipient (Name), pursuant to Governing bankruptcy law reference, or under any other law relating to bankruptcy, insolvency, reorganization, moratorium, creditor composition, arrangement or other relief from debts; the appointment of a receiver, assignee for the benefit of creditors, trustee, custodian or liquidator of or for any property of Borrower (Name), Assigned obligor (Name), or Borrower recipient (Name); or upon the death, incapacity, insolvency, dissolution, or termination of the business of any of them;
Payment of the First Payment, together with all penalties, fees, or other charges, is not made in full by the Effective Date;
Payment of the Second Payment, together with all penalties, fees, or other charges, is not made in full by the Maturity Date; or
Borrower (Name) defaults under any of the other Promissory Notes (as defined in that certain Share Exchange Agreement effective dated Share exchange agreement date among the parties hereto (the “Share Exchange Agreement”).
Default Rate.
From and after the occurrence of any Default in this Note, and until such Default has been cured, all outstanding amounts under this Note (including, but not limited to, interest and late charges) shall bear interest at a rate of Default interest rate% annually (the “Default Rate”).
Rights of Assignee lender (Name) on Default.
Upon the occurrence of any Default, Assignee lender (Name) shall be entitled to exercise any one or more of the following remedies without notice or demand:
To accelerate and declare the entire unpaid balance then due and payable under this Note to be immediately due and payable, even though the time of maturity as expressed herein shall not have arrived;
To foreclose upon the Collateral pursuant to this Note and the Share Exchange Agreement; and
To exercise any other right or remedy permitted by law.
Prepayment.
Borrower (Name) may prepay all or any portion of the principal amount of this Note without penalty.
Waivers.
Borrower (Name) hereby waives presentment, dishonor, notice of dishonor, protest, notice of protest, and the right to plead any statute of limitations, as a defense to the repayment of all or any portion of this Note, and interest thereon, to the fullest extent allowed by law. No delay, omission and/or failure on the part of Assignee lender (Name) in exercising any right and/or remedy hereunder shall operate as a waiver of such right and/or remedy or of any right and/or remedy of Assignee lender (Name).
Attorney’s Fees
In the event Assignee lender (Name) is required to take legal action to enforce the terms of this Note due to an event of Default of Borrower (Name), Assignee lender (Name) shall be entitled to reimbursement for reasonable costs incurred to enforce the terms of the Note, including attorney fees and other costs paid in the investigation, defense, and settlement in connection with, arising out of, or resulting from Borrower (Name)’s event of Default.
Legal Proceedings.
This Note shall be governed by and construed exclusively in accordance with the laws of the Governing state, applicable to a contract executed and performed exclusively in such state, without giving effect to the conflicts of laws principles thereof. Borrower (Name) irrevocably consents that any legal action or proceeding against it with respect to this Note shall be brought exclusively in any state or federal court in Governing state, and by the execution and delivery of this Note Borrower (Name) hereby accepts with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.
Assignment.
Assignee lender (Name) may assign Assignee lender (Name)’s rights under this Note, in whole or in part, to any other person or entity, by providing advance written notice to Borrower (Name). Borrower (Name) may not assign its obligations hereunder without the prior written consent of Assignee lender (Name), which may be withheld in its sole discretion.
Amendment.
This Note may be amended, changed, modified, terminated and/or canceled only by a written agreement signed by the parties.
Authority.
Each person executing this Note on each of the parties’ behalves, hereby represents and warrants to each other that, by its execution below, the party has the full power, authority and legal right to execute and deliver this Note and that the indebtedness evidenced hereby constitutes a valid and binding obligation of that party without exception or limitation.
Notice.
Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally, sent by facsimile, or sent by registered mail, return receipt requested, to the parties as follows:
If to Borrower (Name):
Borrower (Address (multi-line))
If to Assignee lender (Name):
Assignee lender (Address (multi-line))
If to Borrower recipient (Name):
Borrower recipient (Address (multi-line))
If to Assigned obligor (Name):
Assigned obligor (Address (multi-line))
If to Lender 1 (Name):
Lender 1 (Address (multi-line))
If to Lender 2 (Name):
Lender 2 (Address (multi-line))
If to Lender 3 (Name):
Lender 3 (Address (multi-line))
If to Lender 4 (Name):
Lender 4 (Address (multi-line))
If to Lender 5 (Name):
Lender 5 (Address (multi-line))
IN WITNESS WHEREOF, the parties have executed this Note on the day and year first above written.
