EXHIBIT 4.2
ANY SECURITIES REPRESENTED BY THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN
ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT
AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND
UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT. ANY UNITED STATES PERSON WHO
HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER UNITED
STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
SECURED PROMISSORY NOTE
$1,000,000
Los Angeles, California
October 14, 2008
FOR VALUE RECEIVED, Voyant International
Corporation, a Nevada corporation (“ Borrower
”), hereby promises to pay to the order of The Brown Family
Trust, an Alaskan trust (the “ Lender ”), in
lawful money of the United States at the address of Lender set
forth herein, the principal amount of One Million Dollars
($1,000,000) (the “ Loan ”) or such lesser
amount as has been advanced to Borrower pursuant to the Loan
Agreement entered into as of the date hereof between Lender and
Borrower (the “ Loan Agreement ”), together with
Interest. This Promissory Note (“ Note ”) has
been executed by Borrower on the date set forth above (the “
Effective Date ”) pursuant to the Loan Agreement.
1.
Interest . From the Effective Date and continuing until
payment in full of the Loan, the Loan shall bear interest at 15.00%
per annum compounded annually (the “ Interest Rate
”), payable monthly on each 30-day anniversary of the
Effective Date.
2.
Maturity Date . All or any portion of the Loan, all accrued
Interest thereon and all other sums due hereunder, shall be due and
payable on demand by Lender on the earlier of (i) the date that is
three hundred and sixty (360) days following the Effective Date;
and (ii) the date on which the Company has received an aggregate of
$3,500,000 in gross proceeds from the sale(s) of its Equity
Securities (defined below), from and after the Effective Date, in
one or a series of transactions (the “ Maturity Date
”). “ Equity Securities ” means the
capital stock of a person or entity and/or any options, warrants,
calls, rights, commitments, convertible securities and other
securities pursuant to which the holder, directly or indirectly,
has the right to acquire (with or without additional consideration)
capital stock or equity of such person or entity.
3.
Secured Indebtedness
. The indebtedness represented by
this Note is secured pursuant to a Security Agreement dated as of
February 29, 2008, by and between Lender and Borrower, as amended
and restated (the “ Security Agreement
”).
4.
Application of Payments
.
4.1
Except as otherwise expressly provided
herein, payments under this Note shall be applied (i) first to
the repayment of any sums incurred by Lender for the payment of any
expenses in enforcing the terms of this Note, (ii) then to the
payment of Interest, and (iii) then to the reduction of the
Loan.
4.2
Upon payment in full of the Loan and
applicable accrued and unpaid Interest thereon, this Note shall be
marked “Paid in Full” and returned to
Borrower.
5.
Waiver of Notice
. Borrower hereby waives diligence,
notice, presentment, protest and notice of dishonor.
6.
Transfer . This Note may be transferred by Lender at any
time, provided that such transfer complies with applicable
securities laws, with the prior written approval of the
Company
7.
Events of Default
. The occurrence of any of
following events (each an “ Event of Default ”),
not cured in any applicable cure period, shall constitute an Event
of Default of Borrower:
7.1
The failure to make when due any payment
described in this Note, the Loan Agreement or the Security
Agreement, whether before, on or after the Maturity Date, by
acceleration or otherwise;
7.2
A breach of any representation, warranty,
covenant or other provision of this Note, the Loan Agreement or the
Security Agreement, which, if capable of being cured, is not cured
within three days following notice thereof to Borrower or within
three days of Borrower becoming aware of such breach; or
7.3
(i) The application for the
appointment of a receiver or custodian for Borrower or the property
of Borrower, which application is not dismissed within 60 days
(ii) the entry of an order for relief or the filing of a
petition by or against Borrower under the provisions of any
bankruptcy or insolvency law, which petition, in the case of a
filing against Borrower, is not dismissed within 60 days
(iii) any assignment for the benefit of creditors by or
against Borrower, or (iv) the insolvency of
Borrower.
Upon the occurrence of any Event of
Default that is not cured within any applicable cure period, if
any, Lender may elect, by written notice delivered to Borrower, to
take at any time any or all of the following actions:
(i) declare this Note to be forthwith due and payable,
whereupon the entire unpaid Loan, together with all accrued and
unpaid Interest ther
