Exhibit 10.3
Promissory
Note
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF
ANY STATES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
PROMISSORY NOTE
OF
WILSON BROTHERS USA,
INC.
For value received, Wilson Brothers USA, Inc.,
an Illinois corporation (the “ Company
”), with principal offices at 1072 East U.S. Highway 175
Kaufman, Texas 75142, hereby promises to pay to
the sum of
Dollars ($
) (the “ Principal ” ) plus simple
interest accrued on unpaid Principal at a rate equal to one percent
(1%) per month from the date of this Note until the Principal
hereof and all interest accrued thereon is paid. The Principal of
this Note and the interest accrued thereon, shall be due and
payable in full upon demand by the Holder made on or after the date
nine (9) months from the date of this Note at the principal offices
of the Company in lawful money of the United States.
1. Definitions
. The following
definitions shall apply for all purposes of this Note:
1.1 “ Agreement
” means as defined in Section 15.
1.2 “ Company
” means the “ Company ” as defined
above and includes any entity which shall succeed to or assume the
obligations of the Company under this Note.
1.3 “ Holder
” means any person who shall at the time be the registered
holder of this Note.
1.4 “ Note
” means this Promissory Note.
1.5 “ Principal
” means as defined in the first paragraph above.
2. No Rights or Liabilities as
Stockholder . This
Note does not entitle the Holder to any voting rights or other
rights as a stockholder of the Company. No provisions of this Note,
and no enumeration herein of the rights or privileges of the
Holder, shall cause the Holder to be a stockholder of the Company
for any purpose.
3. Subordination
. The indebtedness
represented by this Note is hereby expressly subordinated in right
of payment to the prior payment in full of all of the
Company’s secured indebtedness, whether now existing or
hereafter created, to banks, lease financing institutions or other
lending institutions regularly engaged in the business of lending
money.
4. Back-End
Fees. In the event
the Company prepays (in whole or in part) this Note prior to the
date six (6) months from the date of this Note, the Company shall
pay the Holder a back-end fee equal to the product of the Principal
repaid at such time and fourteen percent (14%). In the event the
Company prepays or otherwise repays this Note (in whole or in part)
after such time, the Company shall pay the Holder a back-end fee
equal to the product of the Principal repaid at such time and
twenty-one percent (21%).
5. Prepayment .
The Company may, without premium or
penalty, upon at least ten (10) days’ advance written notice
to the Holder, prepay in whole or in part the unpaid Principal of
this Note, plus any unpaid interest accrued thereon and the
applicable back-end fee payable pursuant to Section 4 hereof. The
Company’s notice shall specify the date fixed for such
prepayment and the amount of the Principal fixed for prepayment,
together with interest accrued thereon to such date and the
applicable back-end fee payable pursuant to Section 4 hereof. Upon
the giving of notice of any prepayment, the Company will prepay on
the date therein fixed for prepayment the amounts so set forth.
Upon any partial prepayment of this Note, this Note shall, at the
option of Holder, be either (i) surrendered to the Company in
exchange for a new Note in a principal amount equal to the
Principal remaining unpaid on the Note surrendered, and otherwise
having the same terms and provisions as the Note surrendered (and
for purposes of the foregoing provisions of this Section to be
deemed to be the same Note and not a novation of the indebtedness
represented thereby), or (ii) made available to
