Exhibit 4.3
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PROMISSORY NOTE
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$200,000 July 21, 2003
FOR VALUE RECEIVED, GSV, Inc., a Delaware corporation with corporate
offices located at 191 Post Road, Westport, Connecticut 06880 ("Payor"), hereby
unconditionally promises to pay, in lawful money of the United States and in
immediately available funds, to the order of Brooks Station Holdings, Inc., a
Delaware corporation with corporate offices located at c/o Cavallo Capital
Corp., 660 Madison Avenue, New York, New York 10021 ("Payee"), at said address
or at such other address as Payee may from time to time designate, the principal
sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) pursuant to the terms and
conditions contained below. Interest shall accrue on the outstanding principal
amount hereof at a rate equal to 8%. All computations of interest shall be made
on the basis of a 365-day year. Such accrued interest shall be payable on an
annual basis, and at such other times as any principal amount is paid.
1. The principal amount of this Note, together with any unpaid accrued
interest thereon, shall be due and payable on September 1, 2004.
2. Payor shall have the right to prepay the principal sum, in whole or
in part, at any time without penalty or notice.
3. Payment of this Note by the Payor is secured pursuant to a security
agreement (the "Security Agreement") executed by the Payor in favor of the
Payee.
4. Upon the occurrence and continuance of any one or more of the
following events of default, all amounts then remaining unpaid on this Note
shall become immediately due and payable: (a) Payor shall (i) apply for or
consent to the appointment of a receiver, (ii) admit in writing its inability to
pay its debts as they become due, (iii) make a general assignment for the
benefit of creditors, (iv) have filed against it an involuntary petition in
bankruptcy or other insolvency proceeding that is not stayed or dismissed within
sixty (60) days, (v) file a voluntary petition in bankruptcy or other insolvency
proceeding, or a petition or an answer seeking reorganization, or an arrangement
with creditors or (vi) file an application for judicial dissolution; or (b) an
order, judgment or decree shall be entered against Payor by any court of
competent jurisdiction, approving a petition seeking reorganization of Payor of
all or a substantial part of the properties or assets of Payor or appointing a
receiver, trustee or liquidator for Payor.
5. Payor further agrees to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by Payee in endeavoring to collect
any amounts payable hereunder that are not paid when due upon maturity or an
event of default as set forth in paragraph 4 above.
6. This Note may not be changed or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any such
change or discharge is sought.
7. Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
8. Any demand, notice or other communication to be given hereunder
shall be in writing and personally delivered, sent by courier guaranteeing
overnight delivery or sent by registered or certified mail, return receipt
requested, postage prepaid to the parties hereto at the addresses set forth
above, or as to any party, to such other address as shall be designated by such
party in a notice to the other parties. All such demands, notices and other
communications shall be deemed duly given upon receipt.
9. This Note shall be governed by, enforced under, and construed
according to the laws of the State of New York, without regard to principles of
conflicts of laws.
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IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the
day and year first above written.
GSV, Inc.
By:/s/ Gilad Gat
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Name: Gilad Gat
Title: President
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