Exhibit 4.3
Series A 1998 10% Bridge Note
SERIAL NUMBER ________________________ DATED _______________________, 1998
PRINCIPAL AMOUNT (US$) $____________________
NORTON MOTORS INTERNATIONAL INC., a Minnesota corporation (hereinafter referred
to as "Maker"), for value received, hereby promises to pay to the order of
_______________________________________ at the address designated below, or to
any registered transferee (hereinafter "Noteholder"), the principal sum of $ ,
on the earlier of (i) the date which is within five (5) days of receipt of funds
by Maker of its Initial Public Offering (hereinafter referred to as an "IPO",
defined as a registered offering raising net proceeds to Maker of at least
$4,000,000, which the Maker intends to conduct but of which there is no
assurance) proceeds, or (ii) the date which is nine (9) months after the
above-stated issuance date of this Bridge Note, together with interest from the
issuance date hereof until all principal hereof is paid at the rate of Ten
Percent (10%) simple per annum, in lawful money of the United States of America.
Payment of all accrued interest shall be made at the same time as the payment of
principal hereof.
1. Part of Class. This note is one of an issue of Series A 1998 10% Bridge Notes
of Maker authorized to be issued incident to a limited private placement being
offered to private "accredited investors" to fund completion of motorcycle
development, acquisition of certain assets, and pay certain IPO expenses.
2. Payment of Interest. Interest on this Bridge Note shall accrue from the date
of issuance hereof and shall be due in full upon the maturity of the principal
hereof.
3. Acceleration of Maturity. In the event of any bankruptcy, liquidation,,
dissolution or other insolvency of Maker, then the Noteholder may declare the
entire principal and accrued interest due and payable immedi-ately without
further notice, demand or presentation.
4. Status of Note. This Bridge Note is unsecured in all respects, and this Note
shall rank equally with all other unsecured debt of the Maker to the extent such
other unsecured debt is not superior by its terms in right of payment to this
Note.
5. Obligation of Maker. This Note shall constitute a binding obligation of the
Maker until satisfied in full. No director, officer, employee, or personal
representative of Maker shall have any personal liability for any obligations of
Maker hereunder or for any claim whatsoever based on this Note.
6. Investment Intent of Noteholder. Noteholder hereof acknowledges and
represents that Noteholder has acquired this Note for investment and without a
view to any distribution, transfer or resale hereof within the meaning of the
Securities Act of 1933; and that no transfer of this Note shall be valid unless
made in compliance with appropriate securities laws restrictions set forth
hereon.
7. Covenants of Maker. The Maker hereof agrees that for so long as this Note, or
any portion thereof, is outstanding, the Maker will;
i. Maintain and preserve its corporate existence and all rights,
franchises, and other authority adequate for the conduct of its
business; maintain its properties, equipment, facilitiies and
intellectual property in good status, order and repair; and conduct its
business in an orderly manner without voluntary interruption.
ii. Maintain adequate insurance including public liability, property
damage, fire and other hazards in respect to the property and business
of Maker, with responsible insurance carriers.
iii. Pay and discharge, before becoming delinquent, all taxes,
assessments, and governmental charges upon or against the Maker or its
properties, and all its other material liabilities as they become due,
except to the extent and so long as any of such taxes, assessments,
charges, or other liabilities are being contested by Maker in good
faith.
iv. Promptly notify Noteholder in writing of any event of default
hereunder.
v. Maker will not make any substantial change in the character of its
business.
vi. Maker shall not make any loans or advances to any person or entity
other than in the ordinary course of its business, nor shall the Maker
guarantee the obligations of any other party unless it is a subsidiary
of Maker, nor shall the Maker incur or assume any material mortgage,
pledge, encumbrance or lien against the property of Maker unless for a
valid business purpose.
vii. Maker shall not liquidate, dissolve, merge, consolidate, or enter
into a material business combina- tion with another entity unless in
the normal and ordinary course of business; nor shall Maker sell,
lease, assign or transfer any substantial part of its business or fixed
assets or material intellectual property; provided, however, that Maker
shall have the authority to complete the acquisition of assets from
Norton Motorcycles Limited.
8. Event of Default. The following shall be a default on this Note:
(a) The Maker shall fail to make any payment of interest or principal
to the Noteholder when due under this Note, or
(b) An event specified in paragraph 3 of this Note has occurred, or
(c) Maker shall fail to perform and observe any of the covenants
contained herein and such default shall remain uncured for 30 days
after written notice thereof from Noteholder to Maker.
9. Transfer. This Note may not be sold, pledged or otherwise transferred to any
person other than an "accredited investor" as such term is defined under
Regulation D of the Securities Act of 1933. Any transfer of this Bridge Note
shall be made only by surrendering this Note duly endorsed to Maker for
cancellation, together with written instructions to Maker that a replacement
Note of like principal amount be issued to such qualified transferee(s).
10. Remedy on Default. In the event of any default hereunder, the Noteholder
hereof shall have the option to declare the principal amount hereof plus any
accrued interest herein to be immediately due and payable upon written notice by
Noteholder to Maker without further notice, demand, presentment for payment,
notice of intention to accelerate or acceleration. The Maker hereby guarantees
payment of this Note and waives demand for payment, presentation for payment,
notice of non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration of maturity, and any other such or similar notices. The Maker
further agrees to pay all costs and expenses of collection, including reasonable
attorneys' fees, incurred by Noteholder in collecting any indebtedness on this
Note.
11. General. Noteholder shall not by any act, delay, omission or otherwise be
deemed to have waived any of Noteholder's rights or remedies hereunder, and no
waiver of any kind shall be valid unless in writing and signed by Noteholder.
This Note has been executed in the State of Minnesota and shall be construed and
governed by the laws of Minnesota. No modification or amendment of the terms of
this Note shall be effective unless made in writing signed by Maker and
Noteholder. This shall be
2
binding on Maker and any successors or assigns, provided Maker shall not assign
its obligations under this Note without the required written consent of
Noteholder.
12. Notice. All demands and notices to be given hereunder shall be delivered or
mailed to Maker at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or at such new
substituted address notified to Noteholder by Maker); and in the case of
Noteholder to the address written below (or at such new substituted address
notified to Maker by Noteholder.)
IN WITNESS WHEREOF, the Maker has caused this Bridge Note to be signed by its
duly authorized officer as of the aforesaid date of issuance.
NORTON MOTORS INTERNATIONAL INC.
By_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Restrictive Legend:
THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR ANY APPLICABLE BLUE SKY LAWS; AND ACCORDINGLY THIS NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION UNDER THE ACT AND APPLICABLE BLUE SKY LAWS, OR SATISFYING THE
CONDITIONS OF AN EXEMPTION FROM SUCH REGISTRATION TO THE REASONABLE SATISFACTION
OF LEGAL COUNSEL OF THE MAKER.
Further Representation of Noteholder:
This Bridge Note is accompanied by a Stock Purchase Warrant of Maker, of a
3-year term, which grants Noteholder the right to purchase restricted common
shares of Maker at $3/share up to the original principal amount of this Note.
Noteholder hereby acknowledges and represents that any future exercise of such
Warrant by Noteholder (or any qualified transferee of Noteholder) will be
acquired for long-term investment with no intention at such time of exercise of
reselling, transferring, distributing to the public, or otherwise disposing of
such common shares; and Noteholder further represents and agrees that any common
stock to be issued to Noteholder incident to exercise of such Warrant shall be
legended by Maker to evidence such restricted status under relevant securities
laws and regulations.
___________________________________
Signature of Noteholder
___________________________________
Printed or typed name of Noteholder
___________________________________
Name of Noteholder organization
(if applicable)
___________________________________
Street Address of Noteholder
___________________________________
City, State, and Zip of Noteholder
3