Exhibit 10.2
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THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE
SOLD, PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (A)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAW
REQUIREMENTS HAVE BEEN MET OR (B) EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE
AVAILABLE.
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PROMISSORY NOTE
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$ ________
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__________,
2009
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New York, New
York
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FOR
VALUE RECEIVED, Whispering Oaks International, Inc., a Texas
corporation (the “Company”), promises to pay to the
order of ________________________________ (“Holder”),
at the offices of Morse, Zelnick, Rose & Lander LLP, 405 Park
Avenue, Suite 1401, New York, New York 10022, on the earlier of (a)
the date on which the Company shall have sold any shares of its
capital stock and shall have received therefor gross proceeds of at
least $3 million, or (b) August 31, 2010 (the “Maturity
Date”), the principal sum of ____________ DOLLARS
(US$__________) with interest thereon at the rate of ten percent
(10%) per annum. Any amounts that remain unpaid after the Maturity
Date shall thereafter bear interest at the rate of twelve percent
(12%) per annum.
Interest
as aforesaid shall be calculated on the basis of actual number of
days elapsed over a year of 365 days.
If
this Promissory Note (the “Note”), or any payment
hereunder, falls due on a Saturday, Sunday or a day that is a
public holiday in the State of New York, this Note, or such payment
hereunder, shall be made on the next succeeding business day and
such additional time shall be included in the computation of any
interest payable hereunder.
This
Note is issued pursuant to that certain Bridge Unit Purchase and
Investor Subscription Agreement, dated as of ______________, 2009,
by and between Holder and the Company (the
“Agreement”). Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the
Agreement.
The
Company may at its option prepay all or part (in multiples of
$10,000 or covering the unpaid balance on the Note) of the unpaid
principal amount of this Note and accrued interest
thereon.
UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT (AS DEFINED BELOW), THEN, AND
IN ANY SUCH EVENT, HOLDER, BY WRITTEN NOTICE TO THE COMPANY, MAY
DECLARE THE ENTIRE BALANCE OF THE UNPAID PRINCIPAL OF AND ACCRUED
INTEREST ON THIS NOTE TO BE DUE, WHEREUPON THE SAME AND ANY OTHER
AMOUNTS DUE HEREUNDER SHALL IMMEDIATELY BECOME DUE AND PAYABLE
WITHOUT PRESENTATION, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND,
ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE COMPANY.
An
“event of default” shall have occurred if:
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(a)
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The Company fails to make any
payment hereunder when due, which failure has not been cured within
15 days following such failure.
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(b)
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Any representation or warranty
made by the Company in the Agreement shall be untrue in any
material respect.
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(c)
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The Company files a petition to
take advantage of any insolvency act; makes an assignment for the
benefit of its creditors; commences a proceeding for the
appointment of a receiver, trustee, liquidator or
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