EXHIBIT 10.3
THIS NOTE IS NOT TRANSFERABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF BION
ENVIRONMENTAL TECHNOLOGIES, INC. ("BION"). THE SECURITIES REPRESENTED BY THIS
NOTE OR TO BE ISSUED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION THEREFROM. ANY SUCH TRANSFER
MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES LAWS.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
No. 2007A-3
2007 Series A Convertible Promissory Note
$379,389.04 March 31, 2007
Bion Environmental Technologies, Inc., a Colorado corporation ("Bion"),
for value received, hereby promises to pay to Xxxxxxxxx Xxxxx or registered
assigns (the "Holder"), the principal sum of Three Hundred Seventy Nine
Thousand Three Hundred Eighty Nine and 04 cents ($379,389.04), with interest
from the original date of issuance of this 2007 Series A Convertible
Promissory Note ('Note' or 'Notes') on the unpaid principal balance at a
simple rate equal to six percent (6%) per annum, on July 1, 2008 (the
"Maturity Date"). Interest shall be accrued. Payment shall be made at such
place as designated by the Holder upon surrender of this Note, and shall be
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.
This Note is the first of what may become a multiple series of duly
authorized issues of Bion's 2007 Convertible Promissory Notes. The
conversion prices and other terms of the various series of 2007 Convertible
Promissory Notes may be different from each other, but all of the amounts due
under all of the series of the 2007 Convertible Promissory Notes are intended
to be of equal priority and seniority. The maximum aggregate principal amount
of the 2007 Series A Convertible Promissory Notes combined is $5,000,000.
Each 2007 Series A Convertible Promissory Note is individually referred
to herein as a "Note" and collectively as the "Notes."
SECTION 1. Prepayment.
This Note (including interest accrued on the principal hereof) may not
be prepaid in cash by Bion without the written consent of the Holder of the
Note except as expressly provided herein, but may be converted to equity by
the Holder at any time during its term at the Conversion Price set forth in
Section 2 below.
SECTION 2. Conversion and Exchange.
(a) This Note shall be convertible, in whole or in part, into shares of
Bion's Common Stock at the price of $4.00 per share ("Conversion Price") at
any time at election of Xxxxxx.
(b) In addition, the Holder shall have the option to elect to exchange
this Note, at its initial principal amount plus accrued interest, into
securities that are substantially identical to securities that the Company
sells in any offering prior to an offering in which the Company raises more
than $3,000,000;
(c) The Company shall have the right to exchange this Note, at its
initial principal amount plus accrued interest, into its Common Stock at the
lower of $4.00 per share or the price of an offering which raises $3,000,000
or more, upon completion of such offering;
(d) Conversion Procedures.
(i) In the event that this entire Note is converted into Stock,
Bion's debt obligation under this Note shall cease, but Bion shall not be
required to deliver stock certificates to the Holder until such time as such
Holder surrenders the Note at Bion's offices together with irrevocable
written notice to Bion specifying the name or names (with address) in which a
certificate or certificates evidencing shares of Stock are to be issued. Bion
shall thereupon deliver to the Holder of the Note, or to the nominee or
nominees of such person, certificates evidencing the number of full shares of
Stock to which such person shall be entitled as aforesaid, together with a
cash adjustment of any fraction of a share as hereinafter provided, within
three (3) business days of the date of conversion. In the event that less
than all of this Note is converted, whether mandatory or elective conversion,
into Stock, this Note shall remain outstanding with a reduced principal
balance reflecting the partial conversion and Bion shall deliver to the
Holder of the Note, or the nominee or nominees of such person, certificates
evidencing the number of full shares of Stock to which such person is
entitled as aforesaid, within three (3) business days of the date of
conversion. Irrespective of the date of delivery of Bion stock certificates,
such conversion shall be deemed to have occurred as of Bion's record date of
the conversion and the person or persons entitled to receive Stock
deliverable upon conversion of such Note shall be treated for all purposes as
the record holder or holders of such Stock on such date.
(ii) In the event that the Note is converted into Stock as set
forth above, Bion shall pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of their stock on such
conversion. Bion, however, shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issue or delivery of
their stock (or other securities or assets) in a name other than that in
which the Note so converted was registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to
Bion, as appropriate, the amount of such tax or has established, to the
satisfaction of Bion, that such tax has been paid.
(e) Protection in Case of a Merger of Bion. In case of any capital
reorganization or reclassification, or any consolidation or merger to which
Bion is a party other than a merger or consolidation in which Bion is the
continuing corporation, or in case of any sale or conveyance to another
entity of the property of Bion as an entirety or substantially as a entirety,
or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into Bion), the Holder of this Note shall have the right
thereafter to receive on the conversion of this Note into Bion Stock the kind
and amount of securities, cash or other property which the Holder would have
owned or have been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or
conveyance had this Note been converted into shares of Bion Common Stock
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or
conveyance and in any such case, if necessary, appropriate adjustment shall
be made in the application of the provisions set forth in this Section 2 with
respect to the rights and interests thereafter of the Holder of this Note to
the end that the provisions set forth in this Section 2 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in
relation to any shares of stock or other securities or property thereafter
deliverable on the Note. The above provisions of this Subsection (e) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, statutory exchanges, sales or conveyances. Bion
shall require the issuer of any shares of stock or other securities or
property thereafter deliverable on the exercise of this Note to be
responsible for all of the agreements and obligations of Bion hereunder.
Notice of any such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and of said provisions so proposed to
be made, shall be mailed to the Holder of the Note not less than 10 days
prior to such event. A sale of all or substantially all of the assets of Bion
for a consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.
(f) Reservation of Shares; Transfer Taxes; Etc. Bion shall at all
times reserve and keep available, out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
Notes, such number of shares of its Common Stock as shall be sufficient to
effect the conversion of all Notes from time to time outstanding. Bion
shall use its best efforts from time to time, in accordance with the laws of
the State of Colorado, to increase the authorized number of shares of Common
Stock if at any time the number of shares of Common Stock not outstanding
shall not be sufficient to permit the conversion of all the then-outstanding
Notes. In the event that Bion intends to offer Stock other than Common Stock,
they shall authorize the issuance of sufficient shares of such stock to
permit the conversion of all the then-outstanding Notes.
SECTION 3. Fractional Shares
Bion shall not be required to issue fractions of shares of Common Stock
or other stock upon the conversion of the Note. If any fraction of a share
would be issuable on the Conversion of the Note, Bion shall purchase such
fraction for an amount in cash equal to its fair market value, as determined
in good faith by the Board of Directors of Bion.
SECTION 4. Registration Rights
(a) If at any time following January 15, 2008 (the "Effective Time")
until the two (2) year anniversary of the initial issuance of the Notes, Bion
files a registration statement with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), or
pursuant to any other act passed after the date of this Note, which filing
provides for the sale of securities of Bion to the public for its own account
or the account of others, Bion shall offer to the Holders of the Note the
opportunity to register or qualify the shares of Common Stock into which the
Note may be converted (the "Registrable Securities") at Bion's sole expense.
Notwithstanding anything to the contrary, this subsection (a) shall not be
applicable to a registration statement on Forms S-4, S-8 or their then
equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans, or any other
inappropriate forms filed by the Corporation with the United States
Securities and Exchange Commission.
Bion shall deliver written notice to the Holders of all of the 2007
Series A Convertible Promissory Notes of its intention to file a registration
statement under the Act at least 30 days prior to the filing of such
registration statement, and the Holders shall have 10 days thereafter to
request in writing that Bion register or qualify the Registrable Securities
in accordance with this subsection (a). Upon the delivery of such a written
request within the specified time, Bion shall be obligated to include in its
contemplated registration statement all information necessary or advisable to
register or qualify the Registrable Securities for a public offering, if Bion
does file the contemplated registration statement; provided, however, that
neither the delivery of the notice by Bion nor the delivery of a request by a
Holder shall in any way obligate Bion to file a registration statement.
Furthermore, notwithstanding the filing of a registration statement, Bion
may, at any time prior to the effective date thereof, determine not to offer
the securities to which the registration statement or offering statement
relates, other than the Registrable Securities. In the event that Bion has
engaged an underwriter for sale of its securities, inclusion of the
Registrable Securities in such registration statement shall be conditioned
upon the approval of such underwriter with respect to any portion of the
Registrable Securities which would exceed ten percent (10%) of the total
number of shares of Common Stock to be included in such registration
statement.
Bion shall comply with the requirements of this subsection (a) and the
related requirements of subsection (c) at its own expense. That expense
shall include, but not be limited to, legal, accounting, consulting,
printing, federal and state filing fees, NASD fees, out-of-pocket expenses
incurred by counsel, accountants and consultants retained by Bion, and
miscellaneous expenses directly related to the registration statement and the
offering. However, this expense shall not include the portion of any
underwriting commissions, transfer taxes and the underwriter's accountable
and nonaccountable expense allowances attributable to the offer and sale of
the Registrable Securities, all of which expenses shall be borne by the
Holders of the Notes whose Registrable Securities are so registered.
(b) In the event that Bion registers the Registrable Securities
pursuant to subsection (a) above, Bion shall include in the registration
statement, and the prospectus included therein, all information and materials
necessary or advisable to comply with the applicable statutes and regulations
so as to permit the public sale of the Registrable Securities.
(c) In addition to the registration rights described in subsection (a)
above, upon the written request of Holders of a majority of the outstanding
2007 Series A Convertible Promissory Notes (the "Demand Registration") at any
time after the Effective time until the two (2) year anniversary of the
initial issuance of the Notes, Bion, as promptly as possible after delivery
of such request, shall cooperate with the requesting Holders in preparing and
signing any registration statement that the Holders may desire to file in
order to sell or transfer the Registrable Securities. Within thirty (30)
days after the delivery of the written request described above, Bion shall
deliver written notice to all other Holders of the 2007 Series A Convertible
Promissory Notes, if any, advising them that Bion is proceeding with a
registration statement and that their Registrable Securities will be included
therein if they so desire provided that the Holder delivers written notice to
Bion of their desire to be included within ten (10) days after the delivery
of Bion's notice to them. Bion will supply all information necessary or
advisable for any such registration statements. Bion shall file a
registration statement within sixty (60) days after the delivery of the
written request as described above, and shall use its commercially reasonable
best effort to have such registration statement declared effective as soon as
practicable thereafter, provided, however, that Bion may postpone for up to a
total of sixty (60) days the filing or the effectiveness of the registration
statement for a Demand Registration if such Demand Registration would
reasonably be expected in Bion's sole opinion to have an adverse effect on
any proposal or plan by Bion to engage in any acquisition of assets or any
merger, consolidation, tender offer or other transaction or material
corporate development.
Only one demand registration will be made during the term of the Demand
Registration.
(d) As to each registration statement, Bion's obligations contained in
this Section 4 shall be conditioned upon a timely receipt by Xxxx in writing
of the following:
(i) Information as to the terms of the contemplated public
offering furnished by and on behalf of each Holder intending to make a public
distribution of the Registrable Securities; and
(ii) Such other information as Bion may reasonably require from
such Holders, or any underwriter for any of them, for inclusion in the
registration statement.
(e) In each instance in which Bion shall take any action to register
the Registrable Securities pursuant to this Section 4, Bion shall do the
following:
(i) cooperate with respect to (A) all necessary or advisable
actions relating to the preparation and the filing of any registration
statements, and all amendments thereto, arising from the provisions of this
Section 4, (B) all reasonable efforts to establish an exemption from the
provisions of the Act or any other federal or state securities statutes, (C)
all necessary or advisable actions to register or qualify the public offering
at issue pursuant to federal securities statutes and the state "blue sky"
securities statutes of each jurisdiction that the Holders shall reasonably
request, and (D) all other necessary or advisable actions to enable the
Holders of the Registrable Securities to complete the contemplated
disposition of their securities in each reasonably requested jurisdiction;
(ii) keep all registration statements or offering statements to
which this Section 4 applies, and all amendments thereto, effective under the
Act for a period of at least six (6) months after their initial effective
date and cooperate with respect to all necessary or advisable actions to
permit the completion of the public sale or other disposition of the
securities subject to a registration statement or offering statement; and
(iii) indemnify and hold harmless each Holder of the 2007 Series A
Convertible Promissory Notes, and each underwriter within the meaning of the
Act for each such Holder, from and against all losses, claims, damages, and
liabilities, including, but not limited to, any and all expenses reasonably
incurred in investigating, preparing, defending or settling any claim,
arising from or relating to (A) any untrue or alleged untrue statement of a
material fact contained in any registration statement or offering statement
to which this Section 4 applies, or (B) any omission or alleged omission to
state a material fact necessary to make the statements contained in a
registration statement to which this Section 4 applies not misleading;
provided, however, that the indemnification contained in this provision (iii)
shall not apply if the untrue statement or omission, or alleged untrue
statement or omission, was the result of information furnished in writing to
Bion by the Holder or underwriter seeking indemnification expressly for use
in the registration statement at issue. To the extent that the
indemnification contained in this provision applies, Bion also shall
indemnify and hold harmless each officer, director, employee, controlling
person or agent of an indemnified Holder or underwriter.
(f) In each instance in which pursuant to this Section 4 Bion shall
take any action to register the Registrable Securities, prior to the
effective date of any registration statement or offering statement, Bion and
each Holder of the 2007 Series A Convertible Promissory Notes for which the
Registrable Securities are being registered shall enter into reciprocal
indemnification agreements, in the form customarily used by reputable
investment bankers with respect to public offerings of securities, containing
substantially the same terms as described in subsection (e)(iii) above.
These indemnification agreements also shall contain an agreement by the
Holder at issue to indemnify and hold harmless Bion, its officers, directors
from and against any and all losses, claims, damages and liabilities,
including, but not limited to, all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, directly resulting
from any untrue statements of material facts, or omissions to state a
material fact necessary to make a statement not misleading, contained in a
registration statement to which this Section 4 applies, if, and only if, the
untrue statement or omission directly resulted from information provided in
writing to Bion by the indemnifying Holder expressly for use in the
registration statement or offering statement at issue.
SECTION 5. Affirmative Covenants of Bion.
Bion covenants and agrees that until the payment in full of this Note,
it shall:
(a) Existence; Business. (i) Preserve, renew and keep in full force
and effect its legal existence and (ii) obtain, preserve, renew, extend and
keep in full force and effect the licenses, permits, authorizations, patents,
trademarks and trade names material to its business.
(b) Use of Proceeds. Use the proceeds of the Notes of this issue
solely to augment Bion's working capital and for valid business purposes.
(c) Notice of Events of Default. Furnish to the Holder prompt written
notice of any Event of Default, specifying the nature and extent thereof and
corrective action, if any, proposed to be taken with respect thereto.
(d) Authorization of Stock Issuable Upon Conversion. Authorize and
reserve a sufficient number of its shares of Stock for issuance upon
conversion of the Note.
SECTION 6. Negative Covenants of Bion.
Bion covenants and agrees with the Holder that until the payment in full
of this Note, it shall not:
(a) Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, with respect to any shares of it's capital stock.
(b) No Impairment. By amendment of its charter or through
reorganization, consolidation, merger, dissolution, sale of assets or any
other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the Holder
of this Note against impairment.
SECTION 7. Events of Default Defined.
The following shall each constitute an "Event of Default" hereunder:
(a) the failure of Bion to make any payment of principal or interest on
this Note when due and payable;
(b) the failure of Bion to observe or perform any covenant in this
Note, and such failure shall have continued unremedied for a period of sixty
(60) days after notice;
(c) if Bion shall:
(1) admit in writing its inability to pay its debts generally as
they become due,
(2) file a petition in bankruptcy or a petition to take advantage
of any insolvency act,
(3) make an assignment for the benefit of its creditors,
(4) consent to the appointment of a receiver of itself or of the
whole or any substantial part of its property,
(5) on a petition in bankruptcy filed against, be adjudicated a
bankrupt, or
(6) file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law or
statute of the United States of America or any state thereof;
(d) if a court of competent jurisdiction shall enter an order, judgment
or decree appointing, without the consent of Bion, a receiver of Bion or of
the whole or any substantial part of its property, or approving a petition
filed against it seeking reorganization or arrangement of Bion under the
federal bankruptcy laws or any other applicable law or statute of the United
States of America or any State thereof, and such order, judgment or decree
shall not be vacated or set aside or stayed within thirty (30) days from the
date of entry thereof;
(e) if, under the provisions of any other law for the relief or aid of
debtors, any court of competent jurisdiction shall assume custody or control
of Bion or the whole or any substantial part of its property and such custody
or control shall not be terminated or stayed within thirty (30) days from the
date of assumption of such custody or control;
(f) the liquidation, dissolution or winding up of Bion; or
(g) a final judgment or judgments for the payment of money in excess of
$500,000 in the aggregate shall be rendered by one or more courts,
administrative or arbitral tribunals or other bodies having jurisdiction
against Bion and the same shall not be discharged (or provision shall not be
made for such discharge), or a stay of execution thereof shall not be
procured, within 60 days from the date of entry thereof and Bion shall not,
within such 60-day period, or such longer period during which execution of
the same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal.
SECTION 8. Remedies Upon Event of Default.
(a) Upon the occurrence of an Event of Default, (i) the entire
principal amount of, and all accrued and unpaid interest on, this Note shall
automatically become immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by Bion.
(b) No remedy herein conferred upon the Holder of this Note is intended
to be exclusive of any other remedy and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.
SECTION 9. Miscellaneous.
(a) Rights of Holders Inter Se Each Holder shall have the absolute
right to exercise or refrain from exercising any right or rights which such
Holder may have by reason of this Note or any security received in conversion
of the Note including, without limitation, the right to consent to the waiver
of any obligation of Bion and to enter into an agreement with Bion for the
purpose of modifying this Note or any agreement effecting such modification,
and such Holder shall not incur any liability to any other Holder or Holders
of the Notes with respect to exercising or refraining from exercising any
such right or rights.
(b) Exculpation Among Holders. Xxxxxx acknowledges and agrees that it
is not relying upon any other Holder, or any officer, director, employee
partner or affiliate of any such other Holder, in making its investment or
decision to invest in the Notes or in monitoring such investment. Each
Holder agrees that no Holder nor any controlling person, officer, director,
shareholder, partner, agent or employee of any Holder shall be liable for any
action heretofore or hereafter taken or omitted to be taken by any of them
relating to or in connection with Bion or the Notes, or both.
(c) Actions by Holders. Any actions permitted to be taken by the
Holder of this Note and any consents required to be obtained from the same
under this Note, may be taken or given only by the Holder. In all other
cases, action may only be taken by Holders of a majority of the face amount
of the principal of all series of Notes (treated as a single class)
("Majority Holders"), and if such Majority Holders take any action or grant
any consent, such action or consent shall be deemed given or taken by all
Holders who shall be bound by the decision or action taken by the Majority
Holders without any liability on the part of the Majority Holders to any
other Holder of securities hereto
(d) Amendments and Waivers. The Holder of this Note may waive or
otherwise consent to the amendment of any of the provisions hereof.
(e) Restrictions on Transferability. The securities represented by
this Note (or to be issued in conversion of this Note) have been acquired
for investment and have not been registered under the Securities Act of 1933,
as amended, or the securities laws of any state or other jurisdiction.
Without such registration, such securities may not be sold, pledged,
hypothecated or otherwise transferred, except pursuant to exemptions from the
Securities Act of 1933, and the securities laws of any state or other
jurisdiction.
(f) Forbearance from Suit. No Holder of Notes of this issue shall
institute any suit or proceeding for the enforcement of the payment of
principal or interest unless the Holders of at least a majority in principal
amount of all of the outstanding Notes (all series in aggregate) join in such
suit or proceeding.
(g) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, excluding the body of law
relating to conflict of laws. Notwithstanding anything to the contrary
contained herein, in no event may the effective rate of interest collected or
received by the Holder exceed that which may be charged, collected or
received by the Holder under applicable law.
(h) Consent to Jurisdiction. The parties hereto irrevocably consent
to the jurisdiction of the courts of the State of New York and of any federal
court located in such State in connection with any action or proceeding
arising out of or relating to this Note, any document or instrument delivered
pursuant to, in connection with or simultaneously with this Note, or a breach
of this Note or any such document or instrument. Within 30 days after
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the party so served
shall appear or answer such summons, complaint or other process.
(i) Interpretation. If any term or provision of this Note shall be
held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.
(j) Successors and Assigns. This Note shall be binding upon Bion and
its successors and assigns and shall inure to the benefit of the Holder and
its successors and assigns.
(k) Notices. All notices, requests, consents and demands shall be made
in writing and shall be mailed postage prepaid, or delivered by hand, to Bion
or to the Holder thereof at their respective addresses set forth below or to
such other address as may be furnished in writing to the other party hereto:
If to the Holder: At the address shown on Schedule A
attached hereto.
If to Bion: Bion Environmental Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 10022
With a copy to: Xxxx X. Xxxxx, President
P.O. Box 566
Crestone, Colorado 81131
fax 000-000-0000
xxx@xxxxxxxx.xxx
(l) Saturdays, Sundays, Holidays. If any date that may at any time be
specified in this Note as a date for the making of any payment of principal
or interest under this Note shall fall on Saturday, Sunday or on a day which
in Colorado shall be a legal holiday, then the date for the making of that
payment shall be the next subsequent day which is not a Saturday, Sunday or
legal holiday.
IN WITNESS WHEREOF, this Note has been executed and delivered as a
sealed instrument on the date first above written by the duly authorized
representative of Bion.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: President
Schedule A
Holder:
Xxxxxxxxx Xxxxx
(Name)
Xxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000
(Address)
Principal Amount: $379,389.04
