Exhibit
4.2
PROMISSORY
NOTE
FOR
VALUE
RECEIVED, and intending to be legally bound, Plastron Acquisition Corp. II,
a
Delaware corporation with an address at c/o Clifford W. Chapman, Jr., 712 Fifth
Avenue, New York, New York 10019 (the “Maker”), hereby unconditionally and
irrevocably promises to pay to the order of Philip
Wagenheim,
with an
address at 712 Fifth Avenue, New York, New York 10019 (the “Payee”), in lawful
money of the United States of America, the sum of three thousand dollars
($3,000.00) on or before the earlier of (i) April 15, 2013 or (ii) the date
that
the Maker (or a wholly owned subsidiary of the Maker) consummates a business
combination with a private company in a reverse merger or reverse takeover
transaction or other transaction after which the company would cease to be
a
shell company (as defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended) (the “Maturity Date”).
Interest
shall accrue on the outstanding principal balance of this Promissory Note on
the
basis of a 360-day year from the date the Maker receives the funds from the
Payee until paid in full at the rate of eight and one quarter percent (8.25%)
annum, and shall be due and payable at the Maturity Date, or the prepayment
date, if any, whichever is earlier. This
Promissory Note may be prepaid in whole or in part at any time or from time
to
time prior to the Maturity Date.
For
purposes of this Promissory Note, an "Event of Default" shall occur if the
Maker
shall: (i) fail to pay the entire principal amount of this Promissory Note
when
due and payable, (ii) admit in writing its inability to pay any of its monetary
obligations under this Promissory Note, (iii) make a general assignment of
its
assets for the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors, including,
without limitation, any bankruptcy proceedings.
In
the
event that an Event of Default has occurred, the Payee or any other holder
of
this Promissory Note may, by notice to the Maker, declare this entire Promissory
Note to be forthwith immediately due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Maker. In the event that an Event of Default consisting of a voluntary
or
involuntary bankruptcy filing has occurred, then this entire Promissory Note
shall automatically become due and payable without any notice or other action
by
Payee. Commencing five days after the occurrence of any Event of Default, the
interest rate on this Note shall accrue at the rate of 18% per
annum.
The
nonexercise or delay by the Payee or any other holder of this Promissory Note
of
any of its rights hereunder in any particular instance shall not constitute
a
waiver thereof in that or any subsequent instance. No waiver of any right shall
be effective unless in writing signed by the Payee, and no waiver on one or
more
occasions shall be conclusive as a bar to or waiver of any right on any other
occasion.
Should
any part of the indebtedness evidenced hereby be collected by law or through
an
attorney-at-law, the Payee or any other holder of this Promissory Note shall,
if
permitted by applicable law, be entitled to collect from the Maker all
reasonable costs of collection, including, without limitation, attorneys’
fees.
All
notices and other communications must be in writing to the address of the party
set forth in the first paragraph hereof and shall be deemed to have been
received when delivered personally (which shall include via an overnight courier
service) or, if mailed, three (3) business days after having been mailed by
registered or certified mail, return receipt requested, postage prepaid. The
parties may designate by notice to each other any new address for the purpose
of
this Promissory Note.
Maker
hereby forever waives presentment, demand, presentment for payment, protest,
notice of protest, and notice of dishonor of this Promissory Note and all other
demands and notices in connection with the delivery, acceptance, performance
and
enforcement of this Promissory Note.
This
Promissory Note shall be binding upon the successors and assigns of the Maker,
and shall be binding upon, and inure to the benefit of, the successors and
assigns of the Payee.
This
Promissory Note shall be governed by and construed in accordance with the
internal laws of the State of New York. All disputes between the Maker and
the
Payee relating in any way to this Promissory Note shall be resolved only by
state and federal courts located in New York County, New York, and the courts
to
which an appeal therefrom may be taken.
IN
WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note as
of
April 15, 2008.
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MAKER:
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PLASTRON
ACQUISITION CORP. II
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By:
/s/ Michael Rapp
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Michael
Rapp
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President
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