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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 the Co
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