Attached files
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| EX-10.1 - Willing Holding, Inc. | v170428_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 21, 2009
Willing
Holding, Inc.
(Exact
name of registrant as specified in its charter)
|
Florida
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000-53496
|
26-0655541
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
3
Centerview Drive
Suite
240
Greensboro,
North Carolina 27407
(Address
of Principal Executive Office) (Zip Code)
336-772-8461
(Registrant’s telephone number,
including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
December 17, 2009 (the “Effective Date”), Willing Holding, Inc. (the “Company”)
issued an unsecured promissory note (the “Note” ) in the aggregate
principal amount of $30,000.00 for certain loans provided to the Company by
Thomas L. DiStefano III, the CEO and Chairman of the Company.
The Note is non-interest
bearing and the outstanding principal amount the Note is due and
payable on the date that is the earlier of (i) February 15, 2010, or (ii) within five
(5) days of the closing of any subsequent financing of Company (whether
completed as a debt or equity financing).
The terms
of each Note provide that in the “Default and Remedy” (as that term is defined
in the Note) by the Company, If Company fails to pay principal on the
date on which it falls due or to perform any of the agreements, conditions,
covenants, provisions, or stipulations contained in this Note, then Lender, at
its option and without notice to Company , may declare immediately due and
payable the entire unpaid balance of principal with interest from the date of
default at the rate of 12% per year and all other sums due by Borrower hereunder
anything herein to the contrary notwithstanding. Payment of this sum
may be enforced and recovered in whole or in part at any time by one or more of
the remedies provided to Lender in this Note. In that case, Lender
also may recover all costs in connection with suit, a reasonable attorney’s fee
for collection, and interest on any judgment obtained by Lender at the rate of
12% per year. The remedies of Lender and the warrants provided in
this Note shall be cumulative and concurrent, and they may be pursued singly,
successively, or together at the sole discretion of Lender. They may
be exercised as often as occasion shall occur, and failing to exercise one shall
in no event be construed as a waiver or release of it.
The
description of the Notes are qualified in their entirety by the full text of the
agreements, which are filed herewith as Exhibits 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits.
(a)
Exhibits. The
following exhibits are filed herewith:
10.1
Unsecured
Promissory Note, dated December 17, 2009, in the principal amount of $30,000.00
executed by Willing Holding, Inc. in favor of Thomas L. DiStefano
III.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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WILLING
HOLDING, INC.
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(Registrant)
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Date:
December 21, 2009
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By:
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/s/ Thomas L. DiStefano
III
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Name:
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Thomas
L. DiStefano III
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Title:
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Chairman
and Chief Executive
Officer
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EXHIBIT
INDEX
10.1
Unsecured
Promissory Note, dated December 17, 2009, in the principal amount of $30,000.00
executed by Willing Holding, Inc. in favor of Thomas L. DiStefano
III.