Promissory Note (Short Form) (238401;1)
Date: ______, 2011Amount: $______.00
PROMISSORY NOTE
1.Promise to Pay. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fresh & Wyld, LLC, a Colorado limited liability company (“Maker”) promises to pay to the order of ______(“Payee”), the principal amount of ______Dollars ($______.00), plus interest on any unpaid principal, at the time and in the manner specified in this promissory note (this "Note").
2.Interest Charges. Interest on the unpaid principal will begin to accrue on the date hereof and will continue until this Note has been paid in full in the manner specified herein. Interest hereunder will be computed on the unpaid principal balance at the annual rate of ______percent (__%). [If payable in cash, interest will be 3%; if payable in goods/services, it will be 6%.]
3.Principal and Interest Payments. Maker shall make payments of interest only on a quarterly basis. Accrued interest shall be calculated on the unpaid principal balance through the last day of each calendar quarter, and paid no later than the fifteenth business day of the following quarter. Notwithstanding the foregoing, the initial interest period shall run from the date hereof through June 30, 2011. [If applicable: In lieu of cash payments of interest, Payee has elected to receive interest payments in the form of a coupon, gift certificate or credit redeemable for lodging, restaurant meals, CSA shares, or educational classes (“WyldBucks”). Payee waives any right to receive interest in cash or to claim that the value of the WyldBucks does not equal the dollar amount of interest Payee would otherwise have been paid. WyldBucks shall expire one year from the date of issuance.] The unpaid principal balance of this Note, together with accrued but unpaid interest thereon, shall be due and payable on ______, 2017. This Note may be prepaid in whole at any time or in part, from time to time, without any premium or penalty. Any partial prepayment made under this Note shall not postpone, alter, or suspend the obligation of Maker to make any other regularly scheduled installment provided for in this Note. All payments received with respect to this Note shall be applied first to the payment of accrued interest and then to the payment of principal.
4.Default. Maker shall be in default under this Note if any of the following events occur:
(a)the failure by Maker to make any principal or interest payment under this Note when due and the continuation of such failure for a period of fifteen (15) days after written notice thereof from Payee;
(b)the failure by Maker to perform any of the promises or other obligations (other than payment) set forth herein, and the continuation of such failure for a period of thirty (30) days after written notice thereof from Payee, unless the breach cannot be cured within thirty (30) days and Maker has commenced cure and continues to diligently pursue such cure;
(c)the commencement by or on behalf of Maker of any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or similar law or statute;
(d)the commencement against Maker of any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or similar law or statute and relief is ordered against it, or the proceeding is controverted but is not dismissed within sixty (60) days after the commencement thereof;
(e)the execution by Maker of a general assignment for the benefit of creditors;
(f)Maker consents to or suffers the appointment of a receiver, trustee or custodian for all or any portion of Maker's property that is not vacated within thirty (30) days; or
(g)the dissolution or termination of existence of Maker.
5.Unsecured Note. This Note is unsecured.
6.Governing Law. This Note and the validity and performance of the terms hereof shall be governed by, and construed in accordance with, the laws of the state of Colorado. If any provision of this Note is held to be invalid, illegal, or incapable of being enforced by a court of competent jurisdiction, all other provisions of this Note shall remain in full force and effect, and no covenant or provision shall be deemed to be dependent upon any other covenant or provision.
7.Obligation. The Maker's obligation hereunder shall be absolute and unconditional, and the rights of the payee hereunder shall not be subject to any defense, set-off, counterclaim, or recoupment, including any which may arise by reason of any indebtedness or liability at any time owing by the payee to the Maker.
8.Collection Costs. If the payee or any other holder of this Note uses an attorney to collect any payment due upon default hereunder, the Maker agrees to pay the reasonable attorney's fees incurred by the payee or other holder in connection with such collection action.
9.Assignment. Payee shall not assign or otherwise transfer this Note or the right to receive payments hereunder without the prior written consent of Maker.
IN WITNESS WHEREOF, Maker has executed this Note on the day and year first written above.
MAKER:
FRESH & WYLD, LLC
By: ______
Dava Parr, Managing Member
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