Exhibit 10.5
THIS NOTE HAS BEEN ISSUED WITHOUT
REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND SECTION
10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA ANNOTATED (THE
“GEORGIA CODE”). THIS NOTE MAY NOT BE OFFERED FOR SALE,
SOLD, OR TRANSFERRED OTHER THAN (i) PURSUANT TO AN EFFECTIVE
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE
GEORGIA CODE AND (ii) UPON RECEIPT BY THE BORROWER OF EVIDENCE
SATISFACTORY TO IT OF COMPLIANCE WITH THE 1933 ACT, THE GEORGIA
CODE AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.
THE BORROWER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE ABOVE
LAWS.
|
|
|
|
$25,000.00
|
|
Gray, Georgia
|
|
|
December 31, 2008
|
PROMISSORY
NOTE
FOR VALUE RECEIVED,
and subject to the provisions of
this Note, the undersigned, PIEDMONT COMMUNITY BANK GROUP, INC., a
Georgia corporation, hereinafter called “Borrower”,
promises to pay to the order of Frank Davis, an individual resident
of the State of Georgia hereinafter called “Payee”, at
such place as Payee shall designate in writing, in lawful money of
the United States of America which shall at the time of payment be
legal tender for the payment of all debts, public or private, the
principal sum of TWENTY FIVE THOUSAND AND NO/100 DOLLARS
($25,000.00), with interest from the date hereof at a fixed rate
equal to 12% during the term of the Note. The interest rate shall
be per annum on the principal amount from time to time outstanding,
and the interest and principal shall be paid as follows:
All accrued interest shall be due
and payable on the first business day of each month during the term
of this Note and the entire principal balance hereof, together with
all accrued and unpaid interest thereon, shall be due and payable
upon the first anniversary of the date hereof (the first
anniversary of the date hereof is hereinafter referred to as the
“Maturity Date”).
Borrower shall reimburse Payee for
any reasonable expenses (including, without limitation,
attorney’s fees) actually incurred by Payee in connection
with the collection or enforcement of this Note.
Default
. If Borrower fails to pay when due
any amount payable under this Note within five (5) days after
notice from the Holder, or if Borrower shall commence a voluntary
case or if an involuntary case is commenced against Borrower under
Title 11 of the United States Code entitled
“Bankruptcy” as now or hereafter in effect, then
Borrower shall be in default under this Note. In the event Borrower
shall be in default under this Note, at the option of Payee
and
without further demand or notice of any kind,
the entire unpaid principal balance of this Note, together with
accrued interest thereon, may be declared and thereupon immediately
shall become due and payable, and Payee, at the option of Payee and
without demand or notice of any kind, may exercise any and all
rights and remedies provided for or allowed by law or in
equity.
Prepayment
Privilege . This Note
may be prepaid in whole or in part at any time and from time to
time without fee, premium or penalty.
Time
. Time is of the essence of this
Note.
Waiver
. Demand, presentment, notice,
protest and notice of dishonor are hereby waived by
Borrower.
Governing L