THIS
PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED
OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED
(THE “ACT”).
KINGSTONE COMPANIES,
INC.
September _, 2009
PROMISSORY NOTE
Due July 10, 2011
KINGSTONE COMPANIES, INC.
, a Delaware corporation (the
“Company”), for value received, hereby promises to pay
to ____________________________________________ or
order (the “Holder”) on July 10, 2011 (the
“Maturity Date”) at the offices of the Company, 1158
Broadway, Hewlett, New York, the principal sum of
__________________________________________________
($___________) DOLLARS in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts and to pay interest on
said principal sum at the rate of twelve and five-eighths percent
(12.625%) per annum through the Maturity Date. Interest
on the principal balance of this Promissory Note
(“Note”) from the date hereof (the “Issue
Date”) shall be payable on each January 10 and July 10
commencing on January 10, 2010.
1.
Series of Notes
. This Note is one of a
series of Promissory Notes, identical in form (the
“Notes”), issued on or about the date hereof, in the
aggregate principal amount of $250,000. All Notes in
such series shall rank equally and ratably without preference or
priority of any said Notes over any others thereof.
2.
Registered
Owner . The Company may consider and treat
the person in whose name this Note shall be registered as the
absolute owner thereof for all purposes whatsoever (whether or not
this Note shall be overdue) and the Company shall not be affected
by any notice to the contrary. Subject to the provisions
hereof, the registered owner of this Note shall have the right to
transfer it by assignment and the transferee thereof, upon its
registration as owner of this Note, shall become vested with all
the powers and rights of the transferor. Registration of
any new owner shall take place upon presentation of this Note to
the Company at its offices together with the Note Assignment Form
attached hereto duly executed. In case of transfers by
operation of law, the transferee shall notify the Company of such
transfer and of its address, and shall submit appropriate evidence
regarding the transfer so that this Note may be registered in the
name of the transferee. This Note is transferable only
on the books of the Company by the Holder on the surrender hereof,
duly endorsed. Communications sent to any registered owner shall be
effective as against all holders or transferees of this Note not
registered at the time of sending the communication.
3.
Consent
Required . Except with the prior written
consent of the Holder, the Company shall not grant a security
interest in any of its assets to secure the repayment of any
indebtedness incurred by it for borrowed funds.
4.1
Redemption
Right . The Holder,
by its acceptance of this Note, hereby acknowledges that, at any
time, and from time to time, prior to the Maturity Date, the
Company may, at its option, by written notice given to the Holder,
elect to redeem and prepay all or any portion of the outstanding
principal indebtedness evidenced by this Note, without premium or
penalty. Any such notice of the Company’s election
to redeem and prepay as provided for hereinabove shall indicate the
principal amount to be redeemed and prepaid (the “Redemption
Amount”) and shall be given not less than thirty (30) days
prior to the date fixed in such notice as the date for the
redemption of this Note (the “Redemption
Date”).
4.2
Interest
. In the event the
Company so elects to redeem and prepay this Note, in whole or in
part, pursuant to Section 4.1 hereof, it shall pay to the Holder,
in addition to the principal amount being prepaid, accrued interest
thereon through the Redemption Date; provided, however, that, if
the Redemption Date is prior to the six (6) month anniversary of
the Issue Date, additional interest shall be payable hereunder such
that the Holder receives an amount of interest on the Redemption
Date equal to six (6) months interest on the Redemption Amount less
any interest theretofore paid thereon.
4.3
Obligations
.
