Form of Promissory Note issued to MVC Partners LLC



 Exhibit 10.5 
 PROMISSORY NOTE 
  

			
	$200,000.00	  	 As of November 20, 2007
 New York, New
York


 FOR VALUE RECEIVED, MVC Acquisition Corp. (“Maker”) promises to pay to the order
of MVC Partners, LLC (“Payee”) the principal sum of Two Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the United States of America, on the terms and conditions described below. 
 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) November 20, 2008 and (ii) the date on which
Maker consummates an initial public offering of its securities. 
 2. Interest. No interest shall accrue on the unpaid principal
balance of this Note. 
 3. Application of Payments. All payments shall be applied first to payment in full of any reasonable costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the reduction of the unpaid principal balance of this Note. 
 4. Events of Default. The following shall constitute Events of Default: 
 (a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 
 5.
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts
payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding. 







 (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid
principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 
 6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest and notice of protest with regard to the Note and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or
in part in any order desired by Payee. 
 7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of
this Note, and agree that additional makers, endorsers, guarantors or sureties may become parties hereto without notice to them or affecting their liability hereunder. 
 8. Assignment. Maker shall not assign its rights or delegate its obligations hereunder without the prior written consent of Payee. Payee may freely assign its rights or delegate its obligations without any
consent whatsoever of Maker. 
 9. Notices. Any notice, request, demand, waiver, consent, approval or other communication that is
required or permitted to be given to either party hereunder shall be in writing and shall be deemed given only if delivered to such party personally (including by recognized overnight courier), or sent to such party by facsimile transmission
(promptly followed by a hard-copy delivered in accordance with this Section 8), or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its
address set forth below: 
 If to Maker: 
 MVC Acquisition Corp. 
 287 Bowman Avenue 
 Purchase, NY 10577 
 Facsimile: (914) 701-0315 
 Attn: Peter Seidenberg, Chief Financial Officer 
  

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 If to Payee: 
 MVC Partners, LLC 
 287 Bowman Avenue 
 Purchase, New York 10577 
 Facsimile:
(914) 701-0315 
 Attn: Peter Seidenberg, Chief Financial Officer 
 or to such other address as either party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed
to have been given as of the date so delivered, telegraphed or mailed. 
 10. Construction. This Note shall be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to principles of conflicts of laws thereof. This Note qualifies as an instrument for the payment of money only, under Section 3213 of the Civil Practice Law
and Rules of the State of New York. 
 11. Severability. Any provision contained in this Note that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 IN WITNESS WHEREOF, Maker, intending to be legally bound
hereby, has caused this Note to be duly executed as of the day and year first above written. 
  

			
	MVC ACQUISITION CORP.
		
	 By:
	 	 /s/ James J. Pinto

	 Name: James J. Pinto
 Title: Chief Executive
Officer



  

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