Contract
Exhibit 4.2
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.
Exhibit A
Form of Note
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$[______________]
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New
York, New York
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[_____________],
20[__]
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FOR
VALUE RECEIVED, Novume Solutions, Inc., a Delaware corporation (the
“Borrower”),
hereby unconditionally promises to pay to [___________]
(“Holder”) at
the office of the Holder at [__________________________], or at
such other place as Holder may from time to time designate in
writing to Borrower, in lawful money of the United States of
America and in immediately available funds, the principal sum of
[________________________________] Dollars ($[______________]).
This senior secured note (“Note”) is issued in accordance
with the provisions of that certain Note Purchase Agreement dated
as of March 12, 2019 among the Borrower, the Guarantors from time
to time party thereto, and U.S.
Bank, National Association, as paying agent and collateral
agent (in such capacity, the “Agent”) (as amended, restated,
supplemented or otherwise modified from time to time, the
“Note Purchase
Agreement”) and is entitled to the benefits and
security of the Note Purchase Agreement and the other Financing
Documents, and reference is hereby made to the Note Purchase
Agreement for a statement of the terms and conditions under which
the portion of the Notes evidenced hereby was made and is required
to be repaid. All capitalized terms used herein (which are not
otherwise specifically defined herein) shall have the meaning given
to such terms in the Note Purchase Agreement.
The
outstanding principal balance of the portion of the Notes evidenced
by this Note shall be due and payable as provided for in the Note
Purchase Agreement.
The
Borrower promises to pay interest from the date hereof until
payment in full hereof on the unpaid principal balance of the
portion of the Notes evidenced hereby at the per annum
rate or rates set forth in the Note Purchase
Agreement.
Upon
the occurrence and during the continuance of an Event of Default,
as provided in the Note Purchase Agreement, the portion of the
Notes evidenced by this Note may be declared, and immediately shall
become, due and payable without demand, notice or legal process of
any kind; provided, that
upon the occurrence of an Event of Default pursuant to the
provisions of Section 8.1(f) or Section 8.1(g) of the Note Purchase
Agreement, the portion of the Notes evidenced by this Note shall
automatically be accelerated and immediately due and payable,
without demand or notice of any kind whatsoever.
Payments received
in respect of the Notes shall be applied as provided in
the Note Purchase Agreement.
Presentment,
demand, protest and notice of presentment, demand, nonpayment and
protest are each hereby waived by Xxxxxxxx.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
Whenever possible each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law,
but in case any provision of or obligation under this Note shall be
invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
Whenever in this Note reference is made to a Holder or Borrower,
such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns. The
provisions of this Note shall be binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Holders
and their respective successors and assigns.
[signature
page follows]
1
In
addition to and without limitation of any of the foregoing, this
Note shall be deemed to be a Financing Document and shall otherwise
be subject to all of general terms and conditions contained in
Article 12 of the Note Purchase Agreement, mutatis mutandis.
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By: _______________________________
Name:
_______________________________
Title:
_______________________________
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