Form of Promissory Note



 Exhibit 10.22 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 LAEC ENTERPRISE CORPORATION 
 PROMISSORY NOTE 

 

			
	$[            ]	  	            , 2012

 FOR VALUE RECEIVED, LAEC Enterprise Corporation, a California corporation (the
“Company”), promises to pay to [                    ] (“Investor”), or its registered assigns, in lawful money of
the United States of America the principal sum of [            ] Dollars ($[        ]), or such lesser amount as shall equal the outstanding
principal amount hereof, together with interest from the date of this Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to 10% per annum, computed on the basis of the actual number of days elapsed
and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of
(i) [                    ] (the “Maturity Date”), or (ii) when, upon the occurrence and during the continuance of an Event
of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. 
 The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees: 

1. Payments. 
 (a) Interest. Accrued interest on this Note shall be payable at maturity. 

(b) Voluntary Prepayment. Upon five (5) business days prior written notice to Investor, the Company may prepay this Note in
whole or in part, provided that (i) any prepayment of this Note may only be made in connection with the prepayment of all Notes on a pro rata basis, based on the respective aggregate outstanding principal amounts of each such Note and
(ii) any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the
payment of principal of this Note. 







 (c) Mandatory Prepayment. 

(i) In the event of a Change of Control, the outstanding principal amount of this Note, plus all accrued and unpaid interest shall be
due and payable immediately prior to the closing of such Change of Control. 
 (ii) In the event of an Initial Public Offering,
the outstanding principal amount of this Note, plus all accrued and unpaid interest shall be due and payable within 30 days of the closing of such Initial Public Offering. 
 2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents: 

(a) Failure to Pay. The Company shall fail to pay (i) when due any principal payment on the due date hereunder or
(ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within five (5) Business Days of the Company’s receipt of
written notice to the Company of such failure to pay; or 
 (b) Voluntary Bankruptcy or Insolvency Proceedings. The
Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they
mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or
other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or 
 (c)
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other
proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced
and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement; or 

(d) Change of Control. A Change of Control shall occur. 
 3. Rights of Investor upon Default. Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 2(b) or 2(c)) and at any time
thereafter during the continuance of such Event of Default, Investor may declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections 2(b) and 2(c), immediately
and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived,
anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Investor may exercise any other right power or remedy permitted to it by law,
either by suit in equity or by action at law, or both. 

  
 -2-









 4. Subordination. The Obligations evidenced by this Note are hereby expressly
subordinated in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness and any liens on property of the Company in favor of Investor are hereby expressly subordinated in priority to any liens on the
Company’s property in favor of any holder of Senior Indebtedness. By acceptance of this Note, Investor agrees to execute and deliver customary forms of subordination agreement requested from time to time by holders of Senior Indebtedness, and
as a condition to Investor’s rights hereunder, the Company may require that Investor execute such forms of subordination agreement. Notwithstanding the foregoing, Investor shall be entitled to receive (i) any note, instrument or other
evidence of indebtedness which may be issued by the Company in exchange for or in substitution of this Note, provided that such note, instrument or other evidence of indebtedness is subordinated to the Senior Indebtedness on the same terms and
conditions as set forth in this Section 4 and (ii) other payments consented to in writing by holders of Senior Indebtedness. 
 5. Definitions. As used in this Note, the following capitalized terms have the following meanings: 
 “Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to
vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company
outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting
securities of the Company or such other surviving or resulting entity or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company. 
 “Event of Default” has the meaning given in Section 2 hereof. 
 “Initial Public Offering” shall mean the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s Ordinary Shares (or American
Depositary Shares or American Depositary Receipts evidencing the right to receive Ordinary Shares) pursuant to a registration statement filed under the Securities Act. 
 “Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. 

“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by
the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys’ fees and
costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement
of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

 “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a
joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 

  
 -3-









 “Senior Indebtedness” shall mean, unless expressly subordinated to or made
on a parity with the amounts due under this Note, the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement and other amounts due in connection with, (i) indebtedness for borrowed
money of the Company, to banks, commercial finance lenders or other lending institutions regularly engaged in the business of lending money (excluding (A) any indebtedness convertible into equity securities of the Company and
(B) indebtedness in connection with capital leases or operating leases used solely for the purchase, finance or acquisition of equipment and where such indebtedness is secured solely by such equipment), and (ii) any extension, refinance,
renewal, replacement, defeasance or refunding of any indebtedness described in clause (i). 
 6. Miscellaneous.

 (a) Successors and Assigns; Transfer of this Note. 

(i) Subject to the restrictions on transfer described in this Section 6(a), the rights and obligations of the Company and
Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. 

(ii) Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by a party without the prior written consent of the other party. 
 (b) Regulation S. The Investor is a
non-U.S. person and the Company is executing and delivering this Note on that basis. 
 (i) Such non-U.S. person has been
advised and acknowledges that: 
 (1) this Note have not been, and when issued, will not be registered under the Act, the
securities laws of any state of the United States or the securities laws of any other country; 
 (2) in issuing this Note to
such non-U.S. person pursuant hereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; 
 (3) it is a condition to the availability of the Regulation S “safe harbor” that this Note not be offered or sold in the United States or to a U.S. person until the expiration of a one-year
“distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the date of this Note; and 

(4) notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month
“distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the date of this Note (the “Restricted Period”), this Note may be offered and sold by the holder
thereof only if such offer and sale is made in compliance with the terms of this Note and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the
securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United
States and to other than a U.S. person. 
 (ii) As used herein, the term “United States” means the United
States of America, its territories and possessions, any State of the United States, and the District of Columbia, and the term “U.S. person” (as defined in Regulation S) means: 

(1) a natural person resident in the United States; 

  
 -4-









 (2) any partnership or corporation organized or incorporated under the laws of the United
States; 
 (3) any estate of which any executor or administrator is a U.S. person; 

(4) any trust of which any trustee is a U.S. person; 
 (5) any agency or branch of a foreign entity located in the United States; 
 (6)
any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; 
 (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the United States; and

 (8) a corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person
principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.

 (iii) Such non-U.S. person agrees that with respect to this Note until the expiration of the Restricted Period: 

(1) such non-U.S. person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of
this Note or any beneficial interest therein in the United States or to or for the account of a U.S. person; and 
 (2)
notwithstanding the foregoing, this Note may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Note and either: (A) if the offer or sale is within the United States or to or for
the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration
requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person; and 

(3) such non-U.S. person shall not engage in hedging transactions with regard to this Note unless in compliance with the Act.

 The foregoing restrictions are binding upon subsequent transferees of this Note except for transferees pursuant to an
effective registration statement. Such non-U.S. person agrees that after the Restricted Period, this Note may be offered or sold within the United States or to or for the account of a U.S. person only pursuant to applicable securities laws.

 (iv) Such non-U.S. person has not engaged, nor is it aware that any party has engaged, and such non-U.S. person will not
engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to this Note. 

  
 -5-









 (v) Such non-U.S. person: (i) is domiciled and has its principal place of business
outside the United States; (ii) certifies it is not a U.S. person and is not acquiring this Note for the account or benefit of any U.S. person; and (iii) at the time of the Closing Date, the non-U.S. person or persons acting on non-U.S.
person’s behalf in connection therewith will be located outside the United States. 
 (vi) At the time of offering to such
non-U.S. person and communication of such non-U.S. person’s order to purchase this Note and at the time of such non-U.S. Person’s execution of this Note, the non-U.S. person or persons acting on non-U.S. person’s behalf in connection
therewith were located outside the United States. 
 (vii) Such non-U.S. person is not a “distributor” (as defined in
Regulation S) or a “dealer” (as defined in the Act). 
 (viii) Such non-U.S. person acknowledges that the Company
shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section 7(c) and shall transfer such shares on the books of the Company only to the extent consistent therewith. 

(c) In particular, such non-U.S. person acknowledges that the Company shall refuse to register any transfer of this Note not made in
accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. 
 (d) Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Investor. 

(e) Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall
be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth on the signature page hereto, or at such other address or facsimile number as the party shall have furnished to the other party in
writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. 

(f) Payment. Payment shall be made in lawful tender of the United States. 

(g) Expenses; Waivers. If action is instituted to collect this Note, the Company promises to pay all costs and expenses,
including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all
other notices or demands relative to this instrument. 
 (h) Governing Law. This Note and all actions arising out of or
in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state. 

  
 -6-









 (i) Waiver of Jury Trial; Judicial Reference. By acceptance of this Note, Investor
hereby agrees and the Company hereby agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note or any of the Transaction Documents. If the jury waiver set forth in this paragraph
is not enforceable, then any claim or cause of action arising out of or relating to this Note, the Transaction Documents or any of the transactions contemplated therein shall be settled by judicial reference pursuant to Code of Civil Procedure
Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court for Santa Clara
County. This paragraph shall not restrict a party from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law. 
 (j) Counterparts. This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same Note. 
 (Signature Page Follows)


  
 -7-









 The Company and the Investor have caused this Note to be executed as of the date first
written above. 
  

			
	LAEC ENTERPRISE CORPORATION
	a California corporation
		
	By:	 	  





			
	Name:	 	  





			
	Title:	 	  





			
		
	Address:	 	  

	  

	  





			
	Facsimile:	 	  



  

			
	[INVESTOR]
		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  



			
		
	Address:	 	  

	  

	  



			
	Facsimile:	 	  


 [Signature Page to Promissory Note]