EXHIBIT 10.2
PROMISSORY NOTE
$________________ As of April __, 2005
Chicago, Illinois
Stone Arcade Acquisition Corporation (the "Maker") promises to pay
to the order of ____________ (the "Payee") the principal sum of ________________
($___________) 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) _________ or (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 costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorneys' fees, then to
the payment in full of any late charges and finally 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 or accrued interest on 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 the affairs
of Maker, 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 thereunder, 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, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of
this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment;
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 agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without
notice to them or affecting their liability hereunder.
8) Notices. Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express
mail or delivery service providing receipted delivery, (iv) sent by
telefacsimile or (v) sent by e-mail, to the following addresses or to such
other address as either party may designate by notice in accordance with
this Section:
If to Maker:
Stone Arcade Acquisition Corporation
c/o Stone-Kaplan Investments, LLC
One Northfield Plaza, Suite 480
2
Northfield, IL 60093
Attn: Matthew Kaplan, President
If to Payee:
[ ]
9) Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received
by the receiving party's on-line access provider (iv) the date reflected
on a signed delivery receipt, or (vi) two (2) Business Days following
tender of delivery or dispatch by express mail or delivery service.
10) Construction. This Note shall be construed and enforced in accordance with
the domestic, internal law, but not the law of conflict of laws, of the
State of ___________.
11) Severability. Any provision contained in this Note which 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 by its _______________ the day and year
first above written.
STONE ARCADE ACQUISITION CORPORATION
By: ________________________________
Name:
Title:
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