Attached files
file | filename |
---|---|
S-1/A - S-1/A - Alset EHome International Inc. | hfe_s1.htm |
EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - Alset EHome International Inc. | hfe_ex232.htm |
EX-5.1 - OPINION ON LEGALITY - Alset EHome International Inc. | hfe_ex51.htm |
Exhibit 10.40
PROMISSORY NOTE
S$1,860,000 Singapore Dollars
|
August 20, 2020
|
FOR VALUE RECEIVED, HF ENTERPRISES INC., a
Delaware corporation (the "Borrower") hereby unconditionally promises to pay to the
order of Chan Heng Fai, a citizen of the Republic of Singapore (the
"Noteholder") the principal amount of S$1,860,000 (One
Million Eight Hundred and Sixty Thousand Singapore dollars) (the
"Loan"), as provided in this Promissory Note (this
"Note").
(a) Payment
Date. The unpaid principal
amount of the Loan shall be due and payable on August 20,
2022.
(b) Prepayment.
The Borrower may prepay the Loan in whole or in part at any time or
from time to time without penalty or premium by paying the
principal amount to be prepaid.
2. Interest.
(a) Interest
Rate. There shall be no
interest due or owed on this Note.
3. Payment
Mechanics.
(a) Manner
of Payment. All payments of
principal shall be made in Singapore dollars no later than 12:00 PM
on the date on which such payment is due. Such payments shall be
made by wire transfer of immediately available funds to the
Noteholder's account at a bank specified by the Noteholder in
writing to the Borrower from time to time.
4. Representations
and Warranties. The Borrower
represents and warrants to the Noteholder as
follows:
(a) Existence.
The Borrower is a corporation duly incorporated, validly existing,
and in good standing under the laws of the state of Delaware. The
Borrower has the requisite power and authority to own, lease, and
operate its property, and to carry on its
business.
(b) Compliance
with Law. The Borrower is in
compliance with all laws, statutes, ordinances, rules, and
regulations applicable to or binding on the Borrower, its property,
and business.
(c) Power
and Authority. The Borrower has
the requisite power and authority to execute, deliver, and perform
its obligations under this Note.
(d) Authorization;
Execution and Delivery. The
execution and delivery of this Note by the Borrower and the
performance of its obligations hereunder have been duly authorized
by all necessary corporate action in accordance with applicable
law. The Borrower has duly executed and delivered this
Note.
5. Events
of Default. The occurrence and
continuance of any of the following shall constitute an
"Event of
Default"
hereunder:
(a) Failure
to Pay. The Borrower fails to
pay any principal amount of the Loan when due.
(b) Breach
of Representations and Warranties. Any representation or warranty made by the
Borrower to the Noteholder herein contains an untrue or misleading
statement of a material fact as of the date
made.
(c) Bankruptcy;
Insolvency.
(i) The Borrower institutes a voluntary
case seeking relief under any law relating to bankruptcy,
insolvency, reorganization, or other relief for
debtors.
(ii) An
involuntary case is commenced seeking the liquidation or
reorganization of the Borrower under any law relating to bankruptcy
or insolvency, and such case is not dismissed or vacated within
sixty (60) days of its filing.
(iv) The
Borrower is unable, or admits in writing its inability, to pay its
debts as they become due.
(v) A
case is commenced against the Borrower or its assets seeking
attachment, execution, or similar process against all or a
substantial part of its assets, and such case is not dismissed or
vacated within sixty (60) days of its filing.
(d) Failure
to Give Notice. The Borrower
fails to give the notice of Event of Default specified in
Section 6.
6. Notice
of Event of Default. As soon as possible after it becomes aware that an
Event of Default has occurred, and in any event within two
(2) Business Days, the Borrower shall notify the Noteholder in
writing of the nature and extent of such Event of Default and the
action, if any, it has taken or proposes to take with respect to
such Event of Default.
7. Remedies.
Upon the occurrence and during the continuance of an Event of
Default, the Noteholder may, at its option, by written notice to
the Borrower declare the outstanding principal amount of the Loan
immediately due and payable; provided, however, if an Event of Default described in
Sections 5(c)(i), (iii),
or (iv) shall
occur, the outstanding principal amount shall become immediately
due and payable without notice, declaration, or other act on the
part of the Noteholder.
8. Expenses.
The Borrower shall reimburse the Noteholder on demand for all
reasonable and documented out-of-pocket costs, expenses, and fees,
including the reasonable fees and expenses of counsel, incurred by
the Noteholder in connection with the enforcement of the
Noteholder's rights hereunder.
9. Notices.
All notices and other communications relating to this Note shall be
in writing and shall be deemed given upon the first to occur of (x)
deposit with the United States Postal Service or overnight courier
service, properly addressed and postage prepaid;
(y) transmittal by facsimile or e-mail properly addressed
(with written acknowledgment from the intended recipient such as
"return receipt requested" function, return e-mail, or other
written acknowledgment); or (z) actual receipt by an employee or
agent of the other party. Notices hereunder shall be sent to the
following addresses, or to such other address as such party shall
specify in writing:
(a) If
to the Borrower:
HF
Enterprises Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814
(b) If
to the Noteholder:
Chan
Heng Fai
7
Temasek Boulevard #29-01B
Suntec
Tower One
Singapore
038987
10. Governing
Law. This Note and any claim,
controversy, dispute, or cause of action (whether in contract,
tort, or otherwise) based on, arising out of, or relating to this
Note and the transactions contemplated hereby shall be governed by
and construed in accordance with the laws of the State of
Maryland.
11. Disputes.
(a) Submission
to Jurisdiction.
(i) The
Borrower irrevocably and unconditionally (A) agrees that any
action, suit, or proceeding arising from or relating to this Note
may be brought in the courts of the State of Maryland sitting in
Montgomery County, and in the United States District Court for
Maryland, and (B) submits to the jurisdiction of such courts
in any such action, suit, or proceeding. Final judgment against the
Borrower in any such action, suit, or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(ii) Nothing
in this Section 11(a) shall affect the right of the Noteholder
to bring any action, suit, or proceeding relating to this Note
against the Borrower or its properties in the courts of any other
jurisdiction.
(iii) Nothing
in this Section 11(a) shall affect the right of the Noteholder to
serve process upon the Borrower in any manner authorized by the
laws of any such jurisdiction.
(b) Venue.
The Borrower irrevocably and unconditionally waives, to the fullest
extent permitted by law, (i) any objection that it may now or
hereafter have to the laying of venue in any action, suit, or
proceeding relating to this Note in any court referred to in
Section 11(a), and (ii) the defense of inconvenient forum
to the maintenance of such action, suit, or proceeding in any such
court.
(c) Waiver
of Jury Trial. THE BORROWER
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR
THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT,
TORT, OR ANY OTHER THEORY.
12. Successors
and Assigns. This Note may be
assigned or transferred by the Noteholder to any individual,
corporation, company, limited liability company, trust, joint
venture, association, partnership, unincorporated organization,
governmental authority, or other entity.
13. Integration.
This Note constitutes the entire contract between the Borrower and
the Noteholder with respect to the subject matter hereof and
supersedes all previous agreements and understandings, oral or
written, with respect thereto.
14. Amendments
and Waivers. No term of this
Note may be waived, modified, or amended, except by an instrument
in writing signed by the Borrower and the Noteholder. Any waiver of
the terms hereof shall be effective only in the specific instance
and for the specific purpose given.
15. No
Waiver; Cumulative
Remedies. No failure by the
Noteholder to exercise and no delay in exercising any right,
remedy, or power hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, or power
hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, or power. The rights,
remedies, and powers herein provided are cumulative and not
exclusive of any other rights, remedies, or powers provided by
law.
16. Severability.
If any term or provision of this Note is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of
this Note or render such term or provision invalid or unenforceable
in any other jurisdiction.
17. Counterparts.
This Note and any amendments, waivers, consents, or supplements
hereto may be executed in counterparts, each of which shall
constitute an original, but all of which taken together shall
constitute a single contract.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Borrower has executed this Note as of August
20, 2020.
|
HF ENTERPRISES INC.
By: /s/ Ang Hay
Kim
Name: Ang Hay
Kim
Title: Director
|
ACKNOWLEDGED AND ACCEPTED BY:
/s/ Chan Heng
Fai
Chan Heng Fai
|
|