Attached files
file | filename |
---|---|
S-1 - FORM S-1 - Hicks Acquisition CO II, Inc. | d73962sv1.htm |
EX-10.7 - EX-10.7 - Hicks Acquisition CO II, Inc. | d73962exv10w7.htm |
EX-99.2 - EX-99.2 - Hicks Acquisition CO II, Inc. | d73962exv99w2.htm |
EX-10.8 - EX-10.8 - Hicks Acquisition CO II, Inc. | d73962exv10w8.htm |
EX-10.5 - EX-10.5 - Hicks Acquisition CO II, Inc. | d73962exv10w5.htm |
EX-23.1 - EX-23.1 - Hicks Acquisition CO II, Inc. | d73962exv23w1.htm |
EX-99.1 - EX-99.1 - Hicks Acquisition CO II, Inc. | d73962exv99w1.htm |
Exhibit 10.1
PROMISSORY NOTE
$225,000 | June 15, 2010 |
FOR VALUE RECEIVED, the undersigned Hicks Acquisition Company II, Inc., a Delaware corporation
(Maker or the Company), whose address is 100 Crescent Court, Suite 1200, Dallas, Texas 75201,
hereby unconditionally promises to pay to the order of Thomas O. Hicks, an individual (Payee), at
Payees office at 100 Crescent Court, Suite 1200, Dallas, Texas 75201, the sum of TWO HUNDRED AND
TWENTY FIVE THOUSAND DOLLARS ($225,000), (Note), in legal and lawful money of the United States
of America.
This is a non-interest bearing note.
The entire unpaid principal balance of this Note shall be due and payable upon the earlier of
December 31, 2010 or the consummation of a public offering of the Companys securities.
If payment of this Note or any installment of this Note is not made when due, the entire
indebtedness hereunder, at the option of Payee, shall immediately become due and payable, and Payee
shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or
in equity.
Any provision herein, or in any document securing this Note, or any other document executed or
delivered in connection herewith, or in any other agreement or commitment, whether written or oral,
expressed or implied, to the contrary notwithstanding, neither Payee nor any holder hereof shall in
any event be entitled to receive or collect, nor shall or may amounts received hereunder be
credited, so that Payee or any holder hereof shall be paid, as interest, a sum greater than the
maximum amount permitted by applicable law to be charged to the person, partnership, firm or
corporation primarily obligated to pay this Note at the time in question.
This Note may be prepaid, in whole or in part, without penalty. This Note may not be changed,
amended or modified except in a writing expressly intended for such purpose and executed by the
party against whom enforcement of the change, amendment or modification is sought. The Loan
evidenced by this Note is made solely for business purposes and is not for personal, family,
household or agricultural purposes.
THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
TEXAS. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATE MAY APPLY TO THE TERMS HEREOF, THE
SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF THIS NOTE. IN THE
EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY
COURT OF COMPETENT JURISDICTION IN DALLAS COUNTY, TEXAS.
Service of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid
by certified United States mail, return receipt requested, at the address for such party set forth
in this Note, or at such subsequent address provided to the other party hereto in the manner set
forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days
after deposit thereof in an official depository under the care and custody of the United States
Postal Service.
Should the indebtedness represented by this Note or any part thereof be collected at law or in
equity or through any bankruptcy, receivership, probate or other court proceedings or if this Note
is placed in the hands of attorneys for collection after default, the undersigned and all
endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of
this Note, in addition to the principal and interest due and payable hereon, reasonable attorneys
and collection fees.
The undersigned and all endorsers, guarantors and sureties of this Note and all other persons
liable or to become liable on this Note severally waive presentment for payment, demand, notice of
demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity
of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and
the bringing of suit against any other party, and agree to all renewals, extensions, modifications,
partial payments, releases or substitutions of security, in whole or in part, with or without
notice, before or after maturity.
The undersigned hereby expressly and unconditionally waives, in connection with any suit,
action or proceeding brought by the payee on this Note, any and every right it may have to (i)
injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the
same consolidated with any other or separate suit, action or proceeding. Nothing herein contained
shall prevent or prohibit the undersigned from instituting or maintaining a separate action against
payee with respect to any asserted claim.
This Note represents the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the parties.
EXECUTED AND AGREED as of the dated first above written.
HICKS ACQUISITION COMPANY II, INC.,
a Delaware corporation
By: | /s/ Robert M. Swartz | |||
Robert M. Swartz | ||||
President and Chief Executive Officer. | ||||