|
|
|
|
Document Preview Promissory Note |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Promissory Note |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 5KB of 16KB total |
|||
|
Price: |
$39 |
|||
|
ID: |
#2691137 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION.
| $5,000,000 | New York, New York | |
| November 13, 2006 |
FOR VALUE RECEIVED, the undersigned, GPS Industries, Inc., a Nevada corporation, with principal executive offices located at Suite 214, 5500 152nd Street. Surrey, British Columbia, Canada V35 S59 (the Borrower), hereby PROMISES TO PAY THE ORDER OF LEISURECORP LLC, a Dubai limited liability company (Lender), the principal sum of FIVE MILLION U.S. DOLLARS ($5,000,000), at the time and place and in the manner provided in this Note.
The Borrower shall repay the principal of this Note and all accrued and unpaid interest on the earliest to occur of (i) March 31, 2007, and (ii) the closing of the purchase by Lender of the Borrowers Series B Convertible Preferred Stock and Warrants (the Securities) pursuant to that certain Securities Purchase Agreement, dated as of the date of this Note (the Securities Purchase Agreement) (the earliest of such dates being hereinafter referred to as the Maturity Date). Upon the consummation of the sale of the Securities under the Securities Purchase Agreement on the Maturity Date, the outstanding principal sum of this Note, together with all accrued interest, shall be applied to the purchase price of the Securities as set forth in the Securities Purchase Agreement.
The principal of this Note may be prepaid at any time, in whole but not in part, without penalty or premium; provided, however, that any such prepayment shall not affect the right of the Lender under the Securities Purchase Agreement to purchase the Securities.
The Borrower shall pay interest to Lender on the outstanding unpaid principal amount of this Note at a rate which at all times when no Event of Default has occurred shall be 4.83% per annum (the Applicable Federal Rates for six-month obligations as of November 2006), and at all times after the occurrence of an Event of Default shall be (both before and after judgment) eleven percent (11%) per annum. All such interest shall be computed on the basis of a year of 360 days and the number of days actually elapsed and shall be added on the due date thereof to the then outstanding principal amount of this Note. Any such interest added to principal shall thereafter bear interest as provided above. Anything herein to the contrary notwithstanding, if an Event of Default occurs, all interest accruing from and after the date of such Event of Default shall be payable at the rate provided above in cash on the Lenders demand.
Notwithstanding the foregoing or any other provision contained in this Note, nothing herein contained shall authorize or permit the exaction or payment of interest by the Borrower where the same would be unlawful or prohibited by any applicable law or would violate the applicable usury law of any jurisdiction. In any such event, this Note shall automatically be deemed amended to permit interest charged at an amount equal to, but not greater than, the maximum permitted by law.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us