EXHIBIT 4.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
PROMISSORY
NOTE
|
|
|
|
|
$800,000
|
|
As of February 2, 2002
|
|
|
|
Livingston, New Jersey
|
For value received, Orange REIT,
Inc., a Maryland corporation (the “ Company ”),
promises to pay to the order of Briad Development West LLC (the
“ Holder ”), the aggregate principal amount of
the advances as set forth on Schedule A annexed hereto and made a
part hereof, up to the maximum principal sum of Eight Hundred
Thousand Dollars ($800,000.00), together with interest
thereon.
The date and amount of each such
advance shall be endorsed by the Holder on the grid annexed hereto
as Schedule A , and when so endorsed shall represent
evidence thereof binding upon the Company. Any failure by the
Holder to so endorse shall in no way mitigate or discharge the
obligations of the Company to repay any advances actually
made.
Interest shall accrue on each
advance from the date of such advance on the unpaid principal
amount of such advance at a rate equal to four percent (4%) per
annum, compounded annually.
This Note is subject to the
following additional terms and conditions.
1. Maturity
.
(a) Subject to Section 1(b),
principal and any accrued but unpaid interest under this Note shall
be due and payable upon the earlier of (i) the first closing of the
Company’s public offering (the “First Closing”)
reflected in the Company’s Registration Statement
No. (the
“Offering”) or (ii) the Company’s termination of
the Offering without a closing, provided , however ,
that if the payment in full of the amounts due under this Note upon
the First Closing would result in the Company paying offering
expenses exceeding 15% of the gross proceeds of the entire
Offering, the Company shall be entitled to defer
the payment of such portion of the amounts due
under this Note until the next subsequent closing(s) of the
Offering as is necessary to prevent the offering expenses paid out
of the proceeds exceeding 15% of the gross proceeds of the entire
Offering. If, following the final closing on the Offering, the
payment of any remaining balance of this Note would result in the
Company paying offering expenses exceeding 15% of the gross
proceeds of the entire Offering, the Company shall not be required
to pay any amount that would result in the payment by the Company
of offering expenses exceeding 15% of
