Attached files
file | filename |
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8-K - ISRAEL GROWTH PARTNERS ACQUISITION CORP. | v206697_8k.htm |
EX-10.2 - ISRAEL GROWTH PARTNERS ACQUISITION CORP. | v206697_ex10-2.htm |
Exhibit
10.1
THIS
PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS PROMISSORY
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR QUALIFIED
UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A
REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS
QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT
AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH
EFFECT HAS BEEN RENDERED BY COUNSEL.
PROMISSORY
NOTE
$35,000
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December
27, 2010
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1. Promise to
Repay. Israel Growth Partners Acquisition Corp., a Delaware
corporation (“Borrower”), promises to pay to
Moorland Lane Partners, LLC, a Delaware limited liability company, or its
permitted assigns (“Lender”), the principal sum of
THIRTY-FIVE THOUSAND DOLLARS ($35,000) (the “Principal”) together with
interest thereon at the rate hereinafter specified and any and all other sums
which may be due and owing to the Lender in accordance with the terms contained
herein as repayment of this Promissory Note (the “Note”). As a condition
precedent to any obligation of the Borrower hereunder, Lender shall deliver to
Borrower in cash, certified check payable to Borrower or liquid funds wired to
an account specified by Borrower, the entire amount of the
Principal.
2. Interest; Penalty
Interest. Interest on this Note shall accrue from the date
hereof at a rate per annum equal to six percent (6%). Notwithstanding
any other provision contained in this Note, the maximum rate of interest
hereunder at any time shall not exceed the maximum rate then permitted by
law. All accrued interest shall be due on the first to occur of: (i)
the Maturity Date (as defined below); or (ii) the repayment in whole or in part
of the principal amount of this Note. During an Event of Default (as
defined in Section
6), the interest rate applicable to the then outstanding balance shall be
twelve percent (12%).
3. Calculation of
Interest. Interest on the unpaid principal amount of this Note
shall be calculated on the basis of a 360-day per year factor applied to the
actual days on which there exists an unpaid principal balance due under this
Note.
4. Maturity. The
principal balance of this Note, together with all then unpaid and accrued
interest, shall be due and payable in full on twenty-four (24) months from its
issuance (the “Maturity
Date”). If payment is not made by the Maturity Date, the
Borrower shall have five (5) business days from the date of such notification to
make full payment (the “Cure
Period”).
5. Prepayment;
Payment. The Borrower may prepay this Note, together with all
then unpaid and accrued interest, in whole or in part at any time or from time
to time without penalty or additional interest. Any prepayment will
be applied pro rata to the outstanding balances due under the
Note. Payments will be applied first to interest due and payable at
the time of payment and then to principal. Payments of interest must
be made in such coin or currency of the United States of America as at the time
of payment is legal tender of the payment of public and private debts or by wire
transfer to an account specified by Lender at least 10 days prior to the
Maturity Date or by certified check made payable to the Lender. Payments
received after 5:00 p.m. New York time will be treated as being received on the
next banking day. If any interest is paid on this Note that is deemed
to exceed the then-legal maximum rate, that portion of the interest payment
representing an amount in excess of the then-legal maximum rate will be deemed a
payment of principal and applied to the principal balance of this
Note.
6. Default and
Remedies. If there shall be any Event of Default hereunder (as
defined below), at the option and upon the declaration of the Lender, this Note
shall accelerate and all principal and unpaid accrued interest shall become due
and payable. The occurrence of any one or more of the following prior
to repayment in full or conversion, whichever comes first, shall constitute an
“Event of
Default”:
(a) if
the full amount due under the Note, including outstanding principal, accrued and
unpaid interest and all other sums due thereunder, is not received prior to the
date when due;
(b) the
Borrower fails to discharge a material judgment rendered against the Borrower
within thirty (30) days;
(c) the
Borrower files any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the relief of,
or relating to, debtors, now or hereafter in effect, or makes any assignment for
the benefit of creditors or takes any corporate action in furtherance of any of
the foregoing; or
(e) an
involuntary petition is filed against the Borrower by a third party (unless such
petition is dismissed or discharged within sixty (60) days) under any bankruptcy
statute now or hereafter in effect, or a custodian, receiver, trustee, assignee
for the benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of the Borrower.
7. Costs of
Collection. If at any time the indebtedness evidenced by this
Note is collected through legal proceedings or this Note is placed in the hands
of an attorney or attorneys for collection, Borrower hereby agrees to pay all
costs and expenses of collection (including reasonable attorneys’ fees) incurred
by the Lender in collecting or attempting to collect such
indebtedness.
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8. Governing
Law. This Note shall be governed by and construed under the
laws of Delaware as applied to agreements among Delaware residents made and to
be performed entirely within the state, without giving effect to conflicts of
laws principles. The parties hereby covenant and agree that any action brought
to enforce the terms of this Note shall be located in the state or federal
courts located in the State of Maryland. The parties hereby consent
to the jurisdiction of such courts and waive any defense of an inconvenient
forum and any right of jurisdiction on account of the place of residence or
domicile. THE BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO SUCH MATTERS.
9. No
Waiver. The delay or failure of Lender to exercise its rights
hereunder shall not be deemed a waiver thereof. No waiver of any
rights of the Lender shall be effective unless in writing and signed by the
Lender and any waiver of any right shall not apply to any other right or to such
right in any subsequent event or circumstance not specifically included in such
waiver.
10. Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (c) one (1) day after deposit with a
nationally recognized overnight courier, specifying next-day delivery, with
written verification of receipt. All communications to the Company or the Holder
shall be sent to 4808 Moorland Lane, Suite 109, Bethesda, MD 20814, or to such
other address as the Company or Holder may designate by ten (10) days advance
written notice to the other parties hereto.
[SIGNATURE
PAGE FOLLOWS]
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IN WITNESS WHEREOF, the
Borrower has caused this Note to be executed on its behalf by its duly
authorized officer as of the day and year first above written.
ISRAEL
GROWTH PARTNERS
ACQUISITION
CORP.
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By:
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/s/ Craig Samuels
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Name:
Craig Samuels
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Title:
President and Chief Executive
Officer
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