Promissory Note
Principal Amount: $[___________________]
Date: ___________, 2026
FOR VALUE RECEIVED, Ocean Residence LLC, a Wyoming limited liability company (the "Company"), promises to pay to [___________________________________] ("Holder") the principal sum of $[___________________], together with simple interest on the unpaid principal balance at the rate of 15% per annum, calculated on the basis of a 365-day year, as set forth below.
1. Payment of Principal and Interest
1.1 Maturity. The maximum term of this Note is five (5) years from the date of issuance (the "Maturity Date"). Unless earlier accelerated or prepaid in accordance with the terms hereof, the entire unpaid principal sum, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.
1.2 Interest Accrual. Simple interest shall accrue on the outstanding principal amount hereof at the rate of 15% per annum from the date of issuance until this Note is paid in full.
2. Prepayment
The Company may prepay all or any portion of the principal and accrued interest under this Note at any time and from time to time, without penalty or premium of any kind.
3. Sale of Company or Intellectual Property
The Company intends to sell either the company as a whole or the intellectual property (IP) belonging to the Company and Robert Neale. If the Company elects to consummate a sale of the Company as a whole or a sale of the IP prior to the Maturity Date, the Company shall give the Holder at least five (5) days prior written notice of the anticipated closing date of such transaction, and all outstanding principal and accrued interest under this Note shall become immediately due and payable upon the closing of such transaction.
4. General Unsecured Obligation
This Note is a general unsecured obligation of the Company and ranks pari passu with all other promissory notes issued under the Company's financing pursuant to its Note Purchase Agreement and Private Placement Memorandum.
5. Events of Default
If the Company fails to pay any principal or interest when due under this Note, or if the Company files for bankruptcy or enters into liquidation, the Holder may declare the entire unpaid principal balance and accrued interest immediately due and payable.
6. Miscellaneous
6.1 Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to conflict of laws principles.
6.2 Successors and Assigns. This Note shall bind and inure to the benefit of the respective successors and permitted assigns of the Company and the Holder.
IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed by its authorized officer as of the date first written above.
COMPANY:
OCEAN RESIDENCE LLC, a Wyoming limited liability company
Name: Robert Neale
Title: Manager / Chief Executive Officer