ipa1012ga4ex102.htm


 



Exhibit 10.3


 


UNSECURED PROMISSORY NOTE







$________________


_____________________







FOR VALUE RECEIVED, the undersigned, 4G Paintball, Inc. (the “Maker”) a Texas corporation promises to pay to the order of __________________ (the “Payee”) an individual, a such place as Payee may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of ______________________ ($___________) plus accrued interest on the terms and conditions hereinafter set forth.







This Note shall bear simple interest at a rate of ___ percent (__%) per year from the date hereof until paid in full.  The Note shall be due and payable _____________ from the date hereof, at which time the Maker shall pay the principal and all interest accrued thereto.  Make shall have the right to prepay this Note, in whole or in part, at any time without penalty.  Maker’s payment of this note shall be unsecured, however, will carry a senior endebtedment position over all other unsecured notes the company has, or may have over the _____ period, until maturity of the note.







ISSUANCE OF SHARES:  In connection with this Note, the Company shall issue to the Lender _____ shares of its common stock, par value $0.00 per share (the “Shares”).  The Lender shall pay to the Company the par value of the Shares.  The Lender represents that the Lender is acquiring the Shares for investment for the Lender’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.  The Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations expressed herein [the accredited investor rep elsewhere in the Note].  The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.  The Lender understands that the Shares involve a high degree of risk, including those risk factors [attached hereto], and there can be no assurance the Lender will not lose all of the Lender’s investment.  The Lender agrees that each certificate representing the Shares (and any shares issued upon the conversion of this Note or exercise of any warrants issued upon a default under this Note) shall bear a legend in substantially the following form:







“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”







Piggyback Registration Rights.  If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) of any of its stock, either for its own account or for the account of a security holder or holders, under the Securities Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or option agreements, an offering or sale of securities pursuant to a Form s-4 (or successor form) registration statement, or any registration statement on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the “Registrable Securities” as such term is defined below), the Company shall, at such time, promptly give the Investor written notice of such registration.  Upon the written request of Investor given within ten (10) days after mailing of such notice by the company, the Company shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registrable Securities that Investor has requested to be registered.  For purposes of this Section, Registrable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owned by Investor, to the extent such shares may not be resold under Rule 144 under the Securities Act or otherwise without registration.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Investor that Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Investor’s Registrable Securities.







The entire unpaid principal balance of this note shall immediately become due and payable, at the option of the Payee, upon the occurrence of either of the following events of default (each, an “Event of Default”): (a) Failure by Maker to pay all principal and interest hereunder as and when the same becomes due and payable in accordance with the terms hereof, or (b) failure by Maker to comply with any covenant hereunder and such failure continues for three (3) days after written notice of such failure.







In the event of Default specified above shall occur, Payee may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings.  No delay on the part of Payee in the exercise of any power or right under this Note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof.  Notwithstanding anything made hereunder shall be applied, at the option of Payee, first to costs of collection, then to interest, and then to principal.


 


 




  





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It is hereby specially agreed that if this note is placed into the hands of an attorney for collection, or if provided, established, or collected in any court, Maker agrees to pay to Payee an amount equal to all expenses incurred in enforcing or collecting this Note, including court costs and reasonable attorneys’ fees.







Except for the notice expressly provided herein, the undersigned hereby waives presentment for payment, notice of nonpayment, demand, notice of demand, protest, notice of protest, diligence in collection, grace, and without further notice hereby consents to renewals, extension, partial payments either before or after maturity.







IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by this Loan Agreement.







Date:  ____________________                                                                $______________                                ___________


Bridge Loan Amt                                   Shares of Common Stock







________________________                                                                U.S. Citizenship:  Yes __                      No __


Signature







________________________


Signature of spouse


[NAME AND ADDRESS OF PAYEE]


If Joint Ownership, Check one:


 




 



	____ 	Joint Tenants, with Rights of Survivorship
	____ 	Tenants in Common 
	____ 	Community Property 
	 	 	________________________________ 
	 	 	Social Security Number(s) (or Tax Id No.) 





               




Equity Lender







Name of Entity: ___________________


By: _____________________________


Name: ___________________________


Title: ____________________________







Tax ID No. _________________________







ACCEPTED BY 4G Paintball, Inc.







By: __________________________


Name: ________________________


Title: _________________________


Date: _________________________


 


 




  





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EXTENSION AGREEMENT







THIS EXTENSION AGREEMENT (“Agreement”) is executed effective as of the ___ day of __, ___, by and between _________,(“X”) and 4-G Paintball, Inc., a Texas corporation (“4-G”).







A.  4-G Paintball, Inc. as Maker owes to X the following sums: (i) original principal amount of ____ ($___) plus accrued interest pursuant to this certain Extension Agreement dated _______ and that certain Promissory Note dated ______ (the “Y Note”).







B.  4-G Paintball, Inc. desires to extend the maturity date of the Note and ________ are willing to do so on the terms of this Agreement.







C.  The parties hereto desire to enter into this Agreement and modify the Note in accordance with the terms and conditions set forth herein.







NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, included but not limited to, the recitals above, the parties hereto agree as follows:







1.  Maturity Date Extension.  4-G Paintball, Inc. and _________ agree that the maturity dates of the Y Note to ______.







2.  Unpaid Balance.  The parties hereto acknowledge and agree that there are no claims or offsets against the current unpaid principal and interest balance of the Note.







3.  Status of Note.  This Agreement constitutes a modification of the Note only with respect to the matters set forth herein.  All of the other terms, covenants, conditions and agreements contained in the Note shall remain in full force an effect.  This Agreement shall not release 4-G Paintball, Inc. from any liability under the Note.







4.  Binding Effect.  This Agreement represents the complete understanding and entire agreement of the parties as to the subject matter contained herein, and may not be amended except by a writing executed by both parties.  This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of each of the parties hereto.







5.  Issuance of Shares.  In connection with this Note Extension, the Company shall issue to the Lender ___ shares of its common stock, par value $0.00 per share (the “Shares”).  The Lender shall pay to the Company the par value of the Shares.  The Lender  represents that the Lender is acquiring the Shares for investment for the Lender’s own account, not as a nominee or agent, and not with the view to, or for the resale in connection with, any distribution thereof.  The Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations expressed herein.  The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.  The Lender understands that the Shares involve a high degree of risk, and there can be no assurance the Lender will not lose all of the Lender’s investment.  The Lender agrees that each certificate representing the Shares (and any shares issued upon the conversion of this Note or exercise of any warrants issued upon a default under this Note) shall bear a legend in substantially the following form:







“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”







6.  Piggyback Registration Rights.  If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) of any of its stock, either for its own account or for the account of a security holder or holders, under the Securities Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or option agreements, an offering or sale of securities pursuant to a Form s-4 (or successor form) registration statement, or any registration statement on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the “Registerable Securities” as such term is defined below), the Company shall, at such time, promptly give the Investor written notice of such registration.  Upon the written request of Investor given within ten (10) days after mailing of such notice by the company, the Company shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registerable Securities that Investor has requested to be registered.  For purposes of this Section, Registerable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owned by Investor, to the extent such shares may not be resold under Rule 144 under the Securities Act or otherwise without registration.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section with respect to the Registerable Securities of Investor that Investor shall furnish to the Company such information regarding itself, the Registerable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Investor’s Registerable Securities in 4-G Paintball, Inc.


 


 




  





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7.  Time of the Essence.  Time is of the essence for the performance of 4-G Paintball, Inc. of its obligations under the Note.







8.  Miscellaneous.  This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  In the event any one or more of the provisions of this Agreement or the Note are held to be invalid, illegal or unenforceable in any respect by any court of other entity having the authority to do so, the validity of the remaining provisions hereof and thereof shall in no way be affected, prejudiced or distributed.  The titles of the paragraphs hereof are for reference only and do not constitute part of this Agreement.  This Agreement shall be construed in accordance with and governed by the laws of the State of Texas.







____________________







By: ____________________







_______________________







By: ____________________







4-G Paintball, Inc., a Texas corporation







By: ______________________




 


 


 


 




  





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