TECHSOUP RISK CAPITAL NOTE
EXHIBIT 1A – 3C
TECHSOUP
| Principal Amount: |
$______.00 (Minimum investment in Note is $50,000.00) |
Date: ______ |
| Borrower: | TechSoup Global |
Lender Name: |
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000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 |
Address: |
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CONTINGENT PROMISE TO PAY: Subject to the contingencies and adjustments set forth below, and further subject to the Investment Subscription Agreement signed by Lender, TechSoup Global, a California nonprofit corporation (“Borrower”) promises to pay to ____________________ (“Lender”), the principal amount of ______________ and 00/100 U.S. Dollars ($_____.00) or such lesser amount as actually loaned by Lender to Borrower under this Note, together with interest at the fixed rate of five percent (5%) per annum on the unpaid principal balance (as it may be adjusted as set forth below) from this Note date until paid in full. Interest will be calculated based on actual days elapsed and a 365-day year. Borrower will pay Lender via ACH to Lender’s account information provided, or if no ACH has been provided, at Lender's address shown above or at such other place as Lender may designate in writing.
PROCEEDS OF THE NOTE:
This Note is one of a series of notes being issued by the Borrower for the specific purpose of funding the future strategic plans of TechSoup. The proceeds of this Note and the proceeds of other notes in this series will be used in accordance with the TechSoup Offering Memorandum.
If Xxxxxx has opted to subordinate the investment in Section 3 of the Investment Subscription Agreement, then proceeds for repayment to Lender may first be used to cover payment obligations to holders of Community Investment Notes, if needed, and as further described in the Offering Memorandum.
PAYMENTS OF PRINCIPAL AND INTEREST:
Interest - Annual interest payments will be due on June 30 of each year, and shall continue until the unpaid principal balance of this Note is paid in full. Borrower also has the option in the Investment Subscription Agreement to receive interest each year annually, or accrue interest and receive all payments of interest at Maturity Date. If Borrower elects to reinvest accrued interest, the interest will be compounded annually and added to the principal balance of the Note on June 30 of each year.
Principal - At Lender’s election, Xxxxxxxx will either pay Lender its principal at Maturity Date, or may delay repayment of principal until all Community Investment Notes have been fully repaid (see below).
All unpaid principal balance of this Note due and owing to Lender, as it may be adjusted in the manner set forth below, and together with any accrued but unpaid interest, will be due and payable within 60 days following Maturity Date. The Maturity Date is June 30, 2023, but may, at Borrower’s option, be automatically extended for an additional five (5) year term such that the new Maturity Date is on the fifth anniversary of the previous Maturity Date, unless Xxxxxx gives notice to Borrower not more than 180 days and not less than 30 days prior to the next Maturity Date that Lender does not wish to extend the Maturity Date.
To the extent such payment exceeds the amount of accrued interest owed to Investor as of each Payment Date, the excess payment will be deemed a repayment of principal and will reduce the principal balance due under this Note. Each payment to Lender will be accompanied by a statement summarizing payments since the previous Payment Date and indicating how each payment is calculated and how it is allocated between principal and interest.
Borrower will have the ability to have all unpaid principal and interest become a donation to TechSoup. If Borrower elects to have any unpaid interest and principal treated as a donation to TechSoup, TechSoup will provide Borrower with appropriate documentation regarding such a donation.
Notwithstanding any other provision contained herein, Borrower shall have the right to prepay any or all of the principal and outstanding interest owed hereunder at any time without penalty or premium.
DELAY IN REPAYMENT OF PRINCIPAL: If Borrower reasonably determines that there are insufficient funds to pay the aggregate unpaid interest and principal balance of all of the Community Investment Notes issued by the Borrower, and if Xxxxxx has elected such allowance in the Investment Subscription Agreement, Borrower may apply all or a portion of the unpaid principal of Lender’s Risk Capital Note funds, on a pro rata basis with other notes of this Risk Capital Note series that have elected to postpone repayment of principal, and Xxxxxxxx may first repay the Community Investment Notes at their Maturity Date (but only to the extent needed). In that event, all remaining unpaid principal balance of this Note due and owing to Lender, and together with any accrued but unpaid interest, will be due and payable to Lender when sufficient revenues are available.
NONRECOURSE: The Lender acknowledges and agrees that the Loan is unsecured and is made without recourse to the Borrower.
GOVERNING LAW: This Note has been drawn in and will be governed by the laws of the State of California.
COMMERCIAL LOAN: This is a commercial loan, and the proceeds of this loan will only be used for business purposes. This transaction is not a consumer transaction subject to California law, Federal Reserve Board Regulations, or any other “consumer protection” statues, regulations, or restrictions, without exception.
INCORPORATION OF ALL DISCUSSIONS: This Note supersedes all discussions and negotiations between Xxxxxxxx and Xxxxxx concerning repayment of the indebtedness evidenced hereby.
ILLEGALITY: If any provision of this Note is held by a court of competent jurisdiction to be illegal or unenforceable, such provision will be deemed limited or excised from this Note to the least degree necessary to give effect to the intentions of the parties as expressed in this Note.
SUCCESSOR INTERESTS: The terms of this Note shall be binding upon Xxxxxxxx, and upon Xxxxxxxx’s heirs, personal representatives, successors and assigns, and will inure to the benefit of Xxxxxx and its successors and assigns.
BORROWER:
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