20220805Promissory Note Draft - v1.pdf

PROMISSORY NOTE - 1
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PROMISSORY NOTE

$365,000.00 August 26, 2022
Boise, Idaho
FOR VALUE RECEIVED, Vector Holdings, LLC, an Idaho limited liability company,
its heirs, successors, and assigns (the “Maker”), promises to pay to the order of Israel Ray, his
heirs, successors, and assigns (the “Holder”), at 11140 Chicken Dinner Road, Caldwell, Idaho
83607, or at such other address as may be specified, the principal sum of Three Hundred Sixty-
Five Thousand and 00/100 Dollars ($365,000.00) in lawful money of the United States, together
with interest at three percent (3%) per annum on the unpaid principal balance from
________________, 2022, until paid in full.
1. Payment. This Note shall be paid in equal payments consisting of principal and
interest, amortized over fifteen (15) years (the “Term”), in the amount of Two Thousand Five
Hundred Twenty Dollars and Sixty-Two Cents ($2,520.62) per month, commencing
______________, 2022, and continuing on the first (1st) day of each calendar month thereafter
until paid in full.
2. Secured Interest. This Note is secured by the security interest, granted to Holder
by Maker under the Pledge and Security Agreement (the “Security Agreement”), a copy of which
is attached hereto as Exhibit A, securing all income in excess of Idaho Public Utility Commission
approved expenses derived from the Company’s sales of electricity referred to therein. Maker
warrants and represents to and covenants to Holder that the security interest granted pursuant to
this Note is now and at all times hereafter shall be perfected and have a first priority and there are
no other liens on said property that have an equal or superior right to Holder, the foregoing
notwithstanding, all future security issuances, indebtedness or financial obligation of any nature
incurred by the Company and approved by the Idaho Public Utilities Commission shall have a first
priority position over the Holder’s security interest created herein.
3. Pre-payment. The Maker may pre-pay this Note in its entirety at any time without
penalty. The amount to be paid by Maker for any pre-payment of the entire Note will consist only
of the outstanding principal and accrued interest then due and owing.
(a) In the event Maker pre-pays any portion of the unpaid principal, the monthly
payment shall remain the same, but the Term shall be shortened commensurately.
4. Waiver by Holder of Note. The failure of Holder to enforce his rights upon any
default shall not constitute a waiver of any such rights or operate, or prospectively operate, to
release or discharge any maker, guarantor or endorser hereof.
5. Late Fee. If a payment is more than fifteen (15) days late, Maker will be charged a
late payment fee of five percent (5%) of the regularly scheduled payment.
6. Default. Maker will be in default of the terms of this Note if:
(a) Maker fails to make a payment when due;

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(b) Maker fails to perform promptly at the time and strictly in the manner
provided in this Note or any agreement related to this Note;
(c) any representation or statement made or furnished to the Holder of this Note
by Maker is false or misleading in any material respect;
(d) Maker becomes insolvent, a receiver is appointed for any part of Maker’s
property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced
by or against Maker under bankruptcy or insolvency laws;
(e) any creditor tries to take any of the property on or in which the Holder of
this Note has a pledge and/or security interest; or
(f) any of the events described in this section occur with respect to any
guarantor of this Note.
Upon the occurrence of an event of default, Holder shall provide written notice to Maker
that a default has occurred and request that the default be cured. After receiving such written
request, the default shall be cured by Maker within thirty (30) days. In the event Maker does not
cure a default within said thirty (30) day period, Holder of this Note may declare the entire unpaid
principal and interest immediately due and payable.
7. Remedies. Upon the occurrence of an Event of Default, Holder shall have the
option, without demand or notice, to:
(a) Declare the unpaid principal balance of this Note, all interest accrued
thereon and any other amounts due and payable under the terms of this Note to be immediately
due and payable, and the same shall thereupon become and be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are hereby expressly
waived by Maker;
(b) Foreclose, execute and/or levy upon the liens or security interests securing
the payment of this Note; and
(c) Exercise any and all other rights and remedies available at law or in equity.
The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly,
successively or together, at the sole discretion of Holder, and may be exercised as often as occasion
therefor shall arise.
No act, omission, or other failure on the part of Holder or any holder of this Note to exercise
any right, remedy, or recourse hereunder with respect to Maker, whether before or after the
occurrence of an Event of Default, shall constitute waiver or release of any such right, remedy,
recourse, Event of Default or of any other Event of Default by such holder or on behalf of any
other holder; such waiver or release to be effected only through written document executed by
Holder or such holder and then only to the extent specifically recited therein. A waiver or release
with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or

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release of, any subsequent right, remedy or recourse as to a subsequent event. No failure to
accelerate the debt of Maker evidenced hereby by reason of an Event of Default or indulgence
granted from time to time shall be construed to be a waiver of the right to insist upon prompt
payment thereafter, or shall be deemed to be a novation of this Note or a reinstatement of such
debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed
so as to preclude the exercise of any right any holder of this Note may have, whether by the laws
of the jurisdiction governing this Note, by agreement or otherwise.
8. Additional Acts. Except as otherwise provided herein, in addition to the acts and
deeds recited herein and contemplated to be performed, executed, and/or delivered by any party,
the parties hereto agree to perform, execute and/or deliver, or cause to be performed, executed,
and/or delivered, any and all such further acts, deeds, and assurances that any party may reasonably
require to consummate the transaction contemplated hereby.
9. Attorney’s Fees. In any action brought to enforce the terms and conditions of this
Note, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from
the non-prevailing party.
10. Assignment. The parties agree that this Note is not assignable unless mutually
agreed to in writing by the parties. Written notice of any assignment will be given by the assigning
party to the other party.
11. Applicable Law. This Note shall be governed by the laws and decisions of the state
of Idaho. Maker and Holder each hereby waive trial by jury in any action or proceeding to which
Maker or Holder may be parties, arising out of, or in any way pertaining to this Note.
IN WITNESS WHEREOF, the undersigned has executed and made effective this
Promissory Note on the _______________, 2022.
MAKER

VECTOR HOLDINGS, LLC, an Idaho limited
liability company

By:
Nicholas Jones, President

PROMISSORY NOTE - 4
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EXHIBIT A – PLEDGE AND SECURITY AGREEMENT