Phoenix International Ventures, Inc
Exhibit
4.2
Phoenix
International Ventures, Inc
“Promissory
Note Agreement”
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NOTE
AMOUNT
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ISSUANCE
DATE
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__________,
2008
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MATURITY
DATE
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__________,
2009
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FOR VALUE
RECEIVED, Phoenix International
Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby
promises to pay __________. (the “Holder”) on ____,
2009 (the “Maturity Date”), or earlier, the Note Amount of ___________ plus accrued and
unpaid interest thereon, in such amounts, at such times and on such terms and
conditions as are specified herein. The Company, and the Holder are sometimes
hereinafter collectively referred to as the “Parties” and each a
“Party” to this
Agreement.
WHEREAS,
the Company desires to accept finance, from the Holder, for working capital
needs.
WHEREAS,
the Holder desires to finance the Company upon the terms and conditions set
forth in this Agreement.
In
consideration of the above recitals, the terms and covenants of this Agreement
and other good and valuable consideration, including the payment of money from
Holder to Company, the receipt of which is hereby acknowledged to be the date of
issuance, and intending to be bound hereby, the Parties agree as
follows:
Article 1 Payment; Repayment;
Interest
Section 1.1 Interest
The
Company shall pay interest on the Note Amount (“Note Amount
Interest”) at the rate of fifteen percent (15%) per annum. Interest shall
be accrued on a monthly basis. The Company shall make mandatory quarterly
payments of interest (the “Note Amount Interest
Payments”), in an amount equal to the interest accrued on the balance of
the Note. The Note Amount Interest Payments shall commence on the third month
following the Issuance Date and shall continue every three months until the
Maturity Date.
Section
1.2 Payment and repayment
Payment.
The
Holder encloses herewith a check payable to, or will immediately make a wire
transfer payment to, “Phoenix International Ventures, Inc.” or to its wholly
owned subsidiary “Phoenix Europe Ventures, Ltd” in the full amount of the
Note. The date of issuance shall be determined to be the date the
funds appear in the company’s bank account.
Repayment
The
Company shall pay the holder the full Note Amount of __________________ on
_________, 2009 (the “Maturity Date”), or earlier plus accrued and unpaid
interest. There will be no penalties for early repayment.
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Article 2 Incentive
shares
The
Company shall issue to the holder _____________ shares of unregistered,
restricted Common Stock (the “Incentive Shares”) as
an incentive for the Holder entering into this Agreement with the Company. The
Incentive Shares shall be issued and delivered to the Holder upon Closing. The
Company hereby acknowledges that the date of consideration for the Incentive
Shares shall be no later than ten (10) days after date of issuance. The Xxxxxx
xxxxx acknowledges that he is aware that these shares are restricted under rule
144 and cannot be sold for a period of at least six (6) months from date of
issuance.
Article
3
Default and
remedies
There
shall be 2 kinds of defaults recognized under this agreement:
a. In case, the Company defaults on paying
the quarterly interest payments as described in article 1 section 1.1. In such a
case, the Company will have a grace period of ten (10) days in which to come up
with the payment and suffer no penalty. If the company fails to pay within the
ten day period then it shall suffer from an automatic increase of 5% annual
percentage rate increase. This increase shall also be applied retroactively to
the date of the latest payment done by the company.
b. In case, the Company defaults on paying
the whole or part of the principal on Maturity Date, the Company will have a
grace period of ten (10) days in which to come up with the payment and suffer no
penalty. If the company fails to pay within the ten day period then it shall
suffer from an automatic increase of 5% annual percentage rate increase. This
increase shall also be applied retroactively to the date of the latest payment
done by the company.
Article
4 Representations
of Holder
a. The
Holder acknowledges that the Company is effecting this transaction pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Act”) and that all securities (the Note, the shares and the Warrants) will bear
standard restrictive legends and may not be offered or resold absent an
effective registration statement or pursuant to an exemption from the
Act.
b. The
Holder represents that he is acquiring the securities for investment purposes
with no intention to resell the securities.
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IN
WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
first written above.
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Name: Xxxx
Xxxxxxxxx
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Title: Vice
President
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Name:
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