Exhibit
99.5
This Promissory Note
is subject to and secured by a Security Agreement of even date
herewith between Maker and Holder.
SECURED PROMISSORY NOTE
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$100,000.00
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June 30, 2009
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FOR VALUE RECEIVED, the
undersigned (hereinafter referred to as “ Maker
”) promises to pay to the order of UNITED RESTAURANT
MANAGEMENT, INC., a Delaware corporation (hereinafter referred to
as “ Holder ”), at 374 East 400 South, Suite 3,
Springville, Utah 84663, the principal sum of ONE HUNDRED
THOUSAND DOLLARS AND NO/100 ($100,000.00) , (the “
Principal Amount ”) together with interest on the
unpaid balance thereof from the date hereof as set forth herein.
This Secured Promissory Note is issued pursuant to, entitled
to the benefits of, and referred to as the “Note” in
that certain Subscription Agreement dated as of even date herewith
(the “ Subscription Agreement ”). This is
a non-recourse promissory note secured solely by the Pledged
Collateral as defined in the Security Agreement. Capitalized
terms used herein without definition shall have the meanings set
forth in the Subscription Agreement.
1.
Interest
Rate .
The Principal Amount shall bear interest beginning on
the date hereof at 10% per annum. Notwithstanding anything to
the contrary contained herein, the effective rate of interest
hereunder shall not exceed the maximum effective rate of interest
permitted by applicable law or regulation. If the amount of
interest payable on any date under this Note would exceed the
maximum amount permitted by applicable law or regulation, then the
amount of interest payable on such date shall be reduced
automatically to such maximum amount.
2.
Payments of
Principal and Interest . The entire balance of unpaid
principal and accrued interest are due and owing in full upon
December 31, 2009.
3.
Prepayments
. Maker may prepay
this Note in whole or in part at any time without penalty or fee.
All prepayments shall be credited (a) first toward accrued
but unpaid interest due under this Note, and (b) second toward the
reduction of the outstanding Principal Amount.
4.
Events of
Default .
If one or more of the following events (each, an “
Event of Default ”) shall have occurred and be
continuing:
(a)
if Maker shall fail to
pay any principal on this Note, or interest thereon, when due;
or
(b)
if Maker breaches any of
its obligations as set forth in the Subscription Agreement;
or
(c)
if any ban
