Exhibit 99.2
NEITHER THE
SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT
”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS
AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF
SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.
SECURED PROMISSORY BRIDGE
NOTES
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$____________
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New York, New
York
|
|
|
October 5,
2009
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Market & Research Corp. (the “
Company ”), the principal office of which is located
at 137 Rowayton Avenue, Suite 110, Rowayton, CT 06853,
for value received hereby promises to pay
to _________________, or its registered assigns (the
“ Holder ”), the sum of $____________, or such
other amount as shall then equal the outstanding principal amount
hereof and all accrued and unpaid interest, as set forth below, on
the earliest to occur of: (i) twenty-four (24) months from issue
(the “ Maturity Date ”), or (ii) upon the
Company’s receipt of gross proceeds of at least $5,000,000 in
a Qualified Offering, as defined below; or (iii) when declared due
and payable by the Majority Holders upon the occurrence of an Event
of Default (as defined below). The Company will make an annual
interest payment one year from the date
hereof. Payment for all amounts due hereunder
shall be made by wire transfer of immediately available funds, in
lawful tender of the United States, to an account designated in
writing by the Holder.
1.
Definitions . As used in this Note, the following terms,
unless the context otherwise requires, have the following
meanings:
(i) “
Company ” includes any corporation that, to the extent
permitted by this Note, shall succeed to or assume the obligations
of the Company under this Note.
(ii) “
Holder ,” when the context refers to a holder of this
Note, shall mean any person who shall at the time be the registered
holder of this Note.
(iii) "
Majority Holders " means holders of at least two-thirds
(2/3) of the face amount of all then outstanding Secured Promissory
Bridge Notes.
(iv) “
Qualified Offering ” means an offering of the
Company’s equity securities resulting in gross proceeds to
the Company of at least $5.0 million prior to the Maturity
Date.
2.
Interest . Until all outstanding principal and interest on
this Note shall have been paid in full, interest on the unpaid
principal balance of this Note shall accrue from the date hereof at
the rate of fourteen percent (14%) per annum (the “
Initial Interest Rate ”). Interest will be
payable annually commencing one year from the date
hereof.
3.
Events of Default . If any of the events specified in this
Section 3 shall occur (herein individually referred to as an
“ Event of Default ”), the Company agrees to
give the Holder prompt written notice of such event. The Majority
Holders may, so long as such condition exists or has
not been cured during the applicable cure period
(whether or not the Holder has received notice of such event),
declare the entire principal and unpaid accrued interest hereon
immediately due and payable, by notice in writing to the Company;
provided that upon occurrence of an Event of Default specified in
subsection (ii) below, all principal and interest shall
automatically become immediately due and payable in
full:
(i) Failure
by the Company to make any payment hereunder when due, which
failure has not been cured within ten (10) days following such due
date; or
(ii) Any
breach by the Company of any material representation, warranty or
covenant in this Note which results in a Material Adverse Effect on
the Company’s business, operations or financial condition;
provided, that, in the event of any such breach, such breach shall
not have been cured by the Company within 30 days after the earlier
to occur of (a) written notice to the Company of such breach, and
(b) the Company’s knowledge of such breach; or
(iii) The
institution by the Company of proceedings to be adjudicated as
bankrupt or insolvent, or the consent by it to institution of
bankruptcy or insolvency proceedings against it or the filing by it
of a petition or answer or consent seeking reorganization or
release under the federal Bankruptcy Act, or any other applicable
federal or state law, or the consent by it to the filing of any
such petition or the appointment of a receiver, liquidator,
assignee, trustee or other similar official of the Company, or of
any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the taking of corporate
action by the Company in furtherance of any such action;
or
(iv) If,
within sixty (60) days after the commencement of an action against
the Company seeking any bankruptcy, insolvency, reorganization,
liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been
resolved in favor of the Company or all orders or proceedings
thereunder affecting the operations or the business of the Company
stayed, or if the stay of any such order or proceeding shall
thereafter be set aside, or if, within sixty (60) days after the
appointment without the consent or acquiescence of the Company of
any trustee, receiver or liquidator of the Company or of all or any
substantial part of the properties of the Company, such appointment
shall not have been vacated; or
(v) Any
declared default of the Company under any other indebtedness in
excess of an aggregate of $1,000,000 that gives the holder thereof
the right to accelerate such indebtedness.
4.
Prepayment . This Note may not be prepaid in
full or in part without the express written consent of the
Holder.
4.1
Notices of Record Date, etc . In the event
of:
4.1.1 Any
taking by the Company of a record of the holders of any class of
securities of the Company for the purpose of determining the
holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or
property, or to receive any other right; or
4.1.2 Any
capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company
to any other person or any consolidation or merger involving the
Company; or
