Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 48 261K
3: EX-10.11 Material Contract 2 13K
4: EX-10.12 Material Contract 5 24K
5: EX-10.27 Material Contract 5 22K
6: EX-10.28 Material Contract 4 21K
7: EX-10.29 Material Contract 5 24K
8: EX-10.30 Material Contract 5 25K
9: EX-10.31 Material Contract 5 25K
10: EX-10.32 Material Contract 5 25K
11: EX-10.33 Material Contract 3 16K
12: EX-10.34 Material Contract 2 14K
13: EX-10.35 Material Contract 3 17K
14: EX-10.36 Material Contract 19 106K
15: EX-10.37 Material Contract 4 26K
16: EX-10.38 Material Contract 6 35K
17: EX-10.39 Material Contract 6 30K
2: EX-10.7 Material Contract 2 12K
18: EX-23.1 Consent of Experts or Counsel 1 9K
19: EX-23.2 Consent of Experts or Counsel 1 9K
21: EX-27 Financial Data Schedule (Pre-XBRL) 2 9K
20: EX-99 Miscellaneous Exhibit 9 50K
EX-10.35 — Material Contract
| EX-10.35 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.35
THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE AND THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, HAVE NOT BEEN REGISTERED UNDER ANY STATE
SECURITIES LAWS, AND ARE SUBJECT TO A SUBSCRIPTION AND INVESTMENT REPRESENTATION
AGREEMENT. THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED,
PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EITHER AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER THE
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO BIG
BUCK BREWERY & STEAKHOUSE, INC. THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE
STATE SECURITIES LAWS.
BIG BUCK BREWERY & STEAKHOUSE, INC.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$_______________ GAYLORD, MICHIGAN
_______________, ___ 1999
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, Big Buck Brewery & Steakhouse, Inc., a Michigan
corporation (the "Maker"), promises to pay to the order of _______________ (the
"Payee"), the principal sum of _______________ Dollars ($_______________), plus
interest at the rate specified below. The unpaid principal from time to time
outstanding shall bear interest prior to maturity at an annual rate of interest
equal to ten percent (10%) per annum, and all interest accrued on the unpaid
principal balance of this Promissory Note shall be due and payable in arrears as
provided below.
The Maker agrees to pay the accrued interest due hereunder monthly on the
first day of each month, beginning _______________, 1999, until _______________,
2000, on which date the entire amount due hereunder, including all unpaid
principal and interest shall be due and payable in full.
All principal and interest shall be payable in arrears. Interest hereon
shall be calculated on the basis of a 360-day year applied to the actual number
of days elapsed until all accrued and unpaid interest is paid in full. All
interest due and payable hereunder that is not paid when due for any reason
shall be cumulated, added to the principal and accrue interest at the highest
lawful rate per annum on that delinquent amount until paid, to the extent
permitted by law. All payments of interest and principal shall be payable in
lawful currency of the United States of America ("Currency"), unless and to the
extent Payee exercises Payee's option hereunder to convert all or part of the
unpaid principal balance of this Promissory Note into shares of common stock,
par value $0.01 per share (the "Shares"), of the Maker.
At any time prior to maturity, Payee shall have the option to convert all
or part of the unpaid principal balance of this Promissory Note into that number
of Shares of the Maker (the "Option") equal to (i) all or such part of the
unpaid principal balance of the Promissory Note being converted divided by (ii)
the average of the closing sale price of one Share as quoted by The Nasdaq Stock
Market for the five trading days immediately prior to the Maker's execution of
this Promissory Note, any fractional Shares to be paid in Currency. To exercise
the Option, Payee shall surrender this Promissory Note to the Maker, accompanied
by written notice of Payee's intention to exercise the Option, which notice
shall set forth the principal amount of this Promissory Note and such portion of
the unpaid principal balance of the Promissory Note, if not the entire unpaid
principal balance, to be converted into Shares (the "Notice of Conversion").
Within ten (10) business days of Maker's receipt of the Notice of Conversion and
Payee's surrender of this Promissory Note, Maker shall deliver or cause to be
delivered to the Payee, the Shares in the name of the Payee.
When delivered, all Shares shall be duly authorized, validly issued, fully
paid, and nonassessable. Maker shall take any and all action necessary to
maintain the required authority to issue the Shares to Payee in the event Payee
exercises the Option.
Prepayment of the principal of this Promissory Note is permitted, in whole
or in part, without premium or penalty of any kind; provided Maker provides
Payee with ten (10) business days' prior written notice of its intention to
prepay the principal of this Promissory Note, in whole or in part, during which
time Payee may exercise the Option by delivering to the Maker Payee's Notice of
Conversion within ten (10) business days following Payee's receipt of such
notice from the Maker. All partial prepayments of principal shall reduce the
principal balance hereunder in reverse order of maturity.
This Promissory Note is given in consideration of a loan by Payee to Maker
in the principal amount of this Promissory Note. This Promissory Note may not be
changed orally, but only by an agreement in writing signed by the parties
against whom enforcement of any waiver, change, modification, or discharge is
sought.
The holder of this Promissory Note and all successors thereof shall have
all of the rights of a holder in due course under the Uniform Commercial Code as
in effect in the State of Michigan and the other laws of the State of Michigan.
Maker hereby waives demand, presentment, protest, notice of protest and/or
dishonor, and all other notices or requirements that might otherwise be required
by law. The Maker promises to pay on demand all costs of collection, including
reasonable attorneys' fees and court costs, paid or incurred by Payee to enforce
this Promissory Note upon an Event of Default (as defined below) hereunder.
The occurrence of any of the following shall constitute an "Event of
Default" under this Promissory Note:
a. The failure of Maker to make any payment of principal in Currency when
due under this Promissory Note (time is of the essence), unless such failure is
the result of payments of principal in Currency required to be made with respect
to any Senior Debt (as defined below) of the Maker;
b. The institution of proceedings by or against the Maker under any state
insolvency laws, federal bankruptcy law, or similar debtor relief laws then in
effect; and
c. An "event of default" pursuant to any existing indebtedness of the
Maker, other than pursuant to (i) the Loan Agreement, dated July 28, 1995, by
and among the Company, William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank or (ii) the Loan Agreement, dated November 20,
1998, by and between the Company and Crestmark Bank, as amended.
Upon an Event of Default that has not been cured within ten (10) business
days from the date of written notice by Payee, Payee may, at Payee's option and
without notice, declare all principal and interest due under this Promissory
Note to be due and payable immediately. Payee may waive any default before or
after it occurs and may restore this Promissory Note in full effect without
impairing the right to declare it due for a subsequent default.
Payment of the principal of this Promissory Note in Currency is
subordinated in right of payment, to the prior payment of all Senior Debt of the
Maker then currently due and payable. "Senior Debt" means all liabilities,
contingent or otherwise, of the Maker (i) for borrowed money (but only if the
recourse of the lender is secured by any assets of the Maker) and (ii) with
respect to letters of credit, bankers acceptances, or similar instruments issued
or accepted by banks ("Indebtedness") incurred by the Maker prior to or after
the date of this Promissory Note and any replacement, renewal, refinancing, and
extension (whether direct or indirect) thereof; provided, however, that
notwithstanding anything to the contrary in this Promissory Note, Senior Debt
does not include (i) any Indebtedness of the Maker that by its terms or the
terms of the instrument creating or evidencing it expressly provides that such
Indebtedness is subordinate in right of payment to, or pari passu in right of
payment with, this Promissory Note or (ii) any Indebtedness of the Maker to an
executive officer or director of the Maker.
THE PAYEE, BY ACCEPTING THIS PROMISSORY NOTE, AGREES TO SUCH
SUBORDINATION.
2
IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
executed in its corporate name by the signature of its duly authorized officer.
BIG BUCK BREWERY & STEAKHOUSE, INC.
By:
-------------------------------------
William F. Rolinski
President and Chief Executive Officer
3
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/31/00 | | | | | | | None on these Dates |
| For Period End: | | 1/2/00 |
| | 11/20/98 | | 2 |
| | 7/28/95 | | 2 |
| List all Filings |
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