PROMISSORY NOTE
US$: Date of Issuance:
FOR VALUE RECEIVED, Discovering Heaven, LLC, a Florida limited liability company (the
“Company”), hereby promises to pay to the order of (the “Holder™), the
principal sum of US$ , being the Holder’s original investment amount, plus a
“preferred return” of 20% of the Holder’s original investment amount. Interest will not accrue on the
principal amount of this Note. This Note will be due and payable by the Company at any time on or
before December 31, 2024 (the “Maturity Date”) at the Companys election.
1. Payment. All payments will be made in lawful money of the United States of America at the
principal office of the Company, or at such other place as the Holder may from time to time designate in
writing to the Company. The Company may prepay the principal amount of this Note in whole or in part
at any time or from time to time without penalty or premium by paying the principal amount to be
prepaid.
2. Security. This Note is a general unsecured obligation of the Company.
3. Priority. This Note may be subordinated in right of payment to all future indebtedness of the
Company for borrowed money (whether or not such indebtedness is secured) to banks, commercial
finance lenders or other institutions regularly engaged in the business of lending money (excluding
venture capital, investment banking or similar institutions and their affiliates, which sometimes engage in
lending activities but which are primarily engaged in investments in equity securities) (the “Senior
Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and
agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt
(the “Senior Creditors™) to the Company that an event of default, or any event which the giving of notice
or the passage of time or both would constitute an event of default, has occurred under the terms of the
Senior Debt (a “Default Notice), the Company will not make, and the Holder will not receive or retain,
any payment under this Note. Nothing in this paragraph will preclude or prohibit the Holder from
receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice
(which will be effective until waived in writing by the Senior Creditors) or from converting this Note or
any amounts due hereunder into Equity Securities.
4. Amendments and Waivers. No term of this Note may be waived, modified, or amended except by
an instrument in writing signed by both parties. Any waiver of the terms hereof shall be effective only in
the specific instance and for the specific purpose given.
5. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective
successors and assigns of the parties hereto, provided, however, that the Company may not assign its
obligations under this Note without the written consent of the Holder. This Note shall inure to the benefit
of and be binding upon the parties and their permitted assigns.
6. Officers and Directors not Liable. In no event will any officer or director of the Company be
liable for any amounts due and payable pursuant to this Note.
7. Events of Default. If there shall be any Event of Default (as defined below) hereunder, at the
option and upon the declaration of the Holder and upon written notice to the Company (which election
and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this
Note shall accelerate, and all principal shall become due and payable. The occurrence of any one or more
of the following shall constitute an “Event of Default”:
(a) the Company fails to pay timely any of the principal amount due under this Note
on the date the same becomes due and payable or any unpaid accrued interest or other amounts
due under this Note on the date the same becomes due and payable;
(b) the Company files any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the relief of, or relating to,
debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or
takes any corporate action in furtherance of any of the foregoing; or
(c) an involuntary petition is filed against the Company (unless such petition is
dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in
effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar
official) is appointed to take possession, custody or control of any property of the Company).
8. Choice of Law. This Note, and all matters arising out of or relating to this Note, whether
sounding in contract, tort, or statute will be governed by and construed in accordance with the internal
laws of the State of Florida, without giving effect to the conflict of laws provisions thereof to the extent
such principles or rules would require or permit the application of the laws of any jurisdiction other than
those of the State of Florida.
[signature page follows]
IN WITNESS WHEREOF, the Company has executed this Note as of the date set forth above.
Discovering Heaven, LLC
By:
Name:
Title:
