PNV.

1
PROMISSORY NOTE
ON DEMAND PAYMENT WITH INTEREST

BORROWER COMPANY

International Investment Partners

November 2019
CONTENTS

SECTION 1. PROMISES TO PAY ..................................................................................................................................... 2

SECTION 2. PROMISSORY NOTE AMOUNT - CONDITIONS - INTEREST ........................................................................ 2
SECTION 3. PRINCIPAL PAYMENT ................................................................................................................................ 4
SECTION 4. PREPAYMENT ............................................................................................................................................ 4
SECTION 5. ADDITIONAL COSTS ................................................................................................................................... 4
SECTION 6. CALENDAR DAYS ....................................................................................................................................... 4
SECTION 7. INTEREST BY-LAWS ................................................................................................................................... 5
SECTION 8. PLACE AND METHOD OF PAYMENT .......................................................................................................... 5
SECTION 9. SECURITY ................................................................................................................................................... 5
SECTION 10. SUCCESSORS AND ASSIGNS .................................................................................................................. 5
SECTION 11. NOTICE .................................................................................................................................................. 5
SECTION 12. NO IMPLIED WAIVER ............................................................................................................................ 6
SECTION 13. TRANSFER OF NOTE .............................................................................................................................. 6
SECTION 14. JOINT AND SEVERAL LIABILITY .............................................................................................................. 6
SECTION 15. INTEGRATION OF DOCUMENTS ............................................................................................................ 6
SECTION 16. AMENDMENTS...................................................................................................................................... 6
SECTION 17. GOVERNING LAW ................................................................................................................................. 6
SECTION 18. COLLECTION COSTS AND ATTORNEY’S FEES ......................................................................................... 6
SECTION 19. SEVERABILITY ........................................................................................................................................ 7
SECTION 20. CONSTRUCTION .................................................................................................................................... 7
SECTION 21. ENTIRE AGREEMENT ............................................................................................................................. 7
SECTION 22. GUARANTY............................................................................................................................................ 7
SECTION 23. COUNTERPART...................................................................................................................................... 9

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 PROMISSORY NOTE

PRINCIPAL (EUROS) START LOAN DATE

[VALUE - EUROS] [DATE]

ANNUAL INTEREST MATURITY DATE

(XX.XXX%) ON DEMAND
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BORROWER
[NAME OF THE COMPANY], hereinafter named the "BORROWER," is a registered [COUNTRY NAME]
corporation under Nº……, having its principal place of business [COMPANY ADDRESS], represented for this
purpose by Mr. [NAME], Passport number ………, validity ……………..……[COUNTRY] citizen, hereinafter named
authorized representative of the "THE BORROWER COMPANY";

LENDER
[NAME OF THE COMPANY], hereinafter named the "LENDER," is a registered [COUNTRY NAME] corporation
under Nº……, having its principal place of business [COMPANY ADDRESS], represented for this purpose by
Mr. [NAME], Passport number ………, validity ……………..……[COUNTRY] citizen, hereinafter named authorized
representative of the "THE BORROWER COMPANY";

For all purposes of this document, the BORROWER and the LENDER are referred to herein as a "Party" and
collectively the "Parties."
=======================================================================================

SECTION 1. PROMISES TO PAY

For value received, [NAME OF THE COMPANY], hereinafter named the "BORROWER," for itself and each of its
Subsidiaries, hereby promises to pay the order of [NAME OF THE COMPANY], the holder of this Note
("Lender"), at its above address, or such other place of payment as the holder of this Secured On-Demand,
Promissory Note (this "Promissory Note"), in lawful money of EU-European Union, (EUROS), the principal
amount of [AMOUNT IN TEXT - AMOUNT IN NUMBERS], (The Loan), as Lender has advanced to Borrower,
together with interest as outlined in the Loan Agreement as defined below.

SECTION 2. PROMISSORY NOTE AMOUNT - CONDITIONS - INTEREST

This Promissory Note is executed and delivered in connection with the Project Finance Loan Security
Agreement dated [DATE], and the and Personal Guaranty Agreement, dated [DATE], by and between Borrower
and Lender following the terms of the "Project Finance Loan Security Agreement," and is entitled to the
benefit and security of the Project Finance Loan Security Agreement and the other Loan Documents, as
defined in the Financial

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Loan Security Agreement, to which reference is made for a statement of all the terms and conditions. All
payments of this On-Demand Promissory Note shall be made following the Project Finance Loan Security
Agreement (EXHIBIT II). All terms defined in the Project Finance Loan Security Agreement shall have the same
definitions when used herein unless otherwise specified herein. An Event of Default under the Project
Finance Loan Security Agreement shall constitute a default under this Promissory Note. This Promissory Note
on Demand is the Loan Security Agreement Payment Guarantee and will only be used in Default's event by
Borrower Company under the Project Finance Loan Security Agreement.
The terms and conditions hereby formally set forth herein, are incorporated into this Promissory Note and
shall be applicable and shall prevail over any terms and conditions contained in or relating to any oral or
written communication of Borrower or Lender at any time, implicitly or explicitly, by trade, custom, or practice
or in the course of this negotiation. All payments referred to in this Promissory Note, whether Fees,
Installments or Principal, will be paid by the Borrower, in the calculated net amount, without discounts or
withholding, through a deposit of legitimate European Union (Euros) money, in immediately available funds,
into a Bank Account, to be indicated by Lender. The Borrower and the Lender, by joint agreement, declare
that the Interest rate, as well as any additional fees charged under this Promissory Note, are legal and in
agreement with the Parties and shall be as follows:
2.1. The Total Amount of his Promissory Note will be [NUMBER], [TEXT];
2.2. The yearly interest rate will be [TEXT - NUMBER (X.XXX%)];
2.3. The Principal maturity date is On Demand;
2.4. LATE PAYMENT - From the issuance date and credit of this Promissory Note, if following the rules
and clauses of the Project Finance Loan Security Agreement, a document binding on this Promissory
Note, the Borrower defaults, in this case, the Creditor's sole discretion, this Promissory Note will be
enforced;
2.5. EVENT OF DEFAULT - The Borrower will default if one of the following events occurs: (i) If the
Borrower fails to pay the full amount of each installment payment at maturity; (ii) If the Borrower
becomes insolvent and cannot make the overdue payments. If after five (5) days (Grace Period),
Borrower fails to pay the overdue installment, the full amount of the installment and interest, plus
a four (4%) rate calculated on the outstanding balance, will be charged. This fee will be paid as
liquidated damages rather than actual damages, not as a penalty. Payment of this late fee shall
under no circumstances be construed to remedy any default arising out of or in connection with
such late payment. If this payment does not occur within the stipulated time, at Lender's sole
discretion, the Acceleration Event will be declared;
2.6. EVENT OF ACCELERATION - Are acceleration event: (i) Borrower fails to comply or fail to execute
any term, obligation, covenant or condition contained in this Note, or any related document; (ii)
Borrower enter into insolvency or confiscation proceedings; (iii) If Borrower is involved as a debtor
in a bankruptcy proceeding; (iv) If Borrower becomes insolvent and is unable make the agreed-upon
payments; (v) The death, dissolution, liquidation of the Borrower; or (vi) if Borrower makes any
untrue statement to the Lender or misrepresentation to obtain or extend credit; (vii) Lender
becomes aware of events that affect the Guarantor, or cause a significant change in assets, or any
material adverse changes in the Borrower's financial condition, to create a perspective that the
payment or execution of this Note will be adversely affected. If due to any action or circumstance
that has occurred, or will occur, as described above, the Lender, at its sole discretion, may declare
Event of Acceleration by writing to the Borrower. The Acceleration Event may create a circumstance
that allows Lender to require full payment of any outstanding balance before the due date, and the
Borrower must pay a fee of four percent (4%) calculated over the principal of this Promissory Note,
and any obligations of the Borrower shall become due immediately, without Demand or notice,
including performing the warranties to recover the loss. The Event of Acceleration, under the legal
terms of this Promissory Note, exempts the Lender from

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 all contractual obligations, rendering the Promissory Note invalid for all legal purposes, with the
Lender enforcing all Guarantees and requiring full payment of any outstanding balance before the
due date. This fee will be paid as liquidated damages rather than actual damages, not as a penalty.
Payment of this fee shall under no circumstances be construed to remedy any default arising out of
or in connection with such Default. If any payment or negotiation does not occur within the
stipulated time, at Lender's sole discretion, the Acceleration Event will be declared;
2.7. The Borrower agrees that any amount due, which is not paid at maturity, either through acceleration
or otherwise, will accrue interest from the due date to the date on which such amount is fully paid
at the rate by year described above in this Promissory Note by, plus the fee of four (4%) percent,
calculated over the accrued debit value. If any payment or negotiation does not occur within the
stipulated time, at Lender's sole discretion, the Acceleration Event will be declared;
2.8. All the fees and the interest rate must be computed based on a 360-day year consisting of twelve
(12) months by year and thirty (30) days by month;

SECTION 3. PRINCIPAL PAYMENT

All payments of this Promissory Note will be made in legitimate European Union money (Euros), without
discounts or withholding, and immediately available funds. This On-Demand Promissory Note is a Guarantee
of Payment following the binding document Project Finance Loan Security Agreement, and will be enforced
only in the case of Default of the Borrower Company;

SECTION 4. PREPAYMENT
The prepayments are voluntary acts on the Part of the Borrower. Before prepaying the loan, the Borrower
must inform the Lender, through irrevocable written notice, with thirty (30) calendar days, in advance, of its
intention to do so. The prepayment is only accepted if the Borrower gives to the Lender irrevocable written
notice with thirty (30) days in advance, and will consider full periods of maturity of Installments, as in the
worksheet in the (EXHIBIT II);

SECTION 5. ADDITIONAL COSTS

The Borrower will reimburse the Lender on Demand in any amount to compensate for any additional losses,
costs, or expenses incurred in the following cases:
5.1. For any regulatory change in taxes that results in additional costs for the Lender to maintain the
loan at the specified interest rate;
5.2. If Lender is required by law to make any payment in connection with any transaction contemplated
herein;

SECTION 6. CALENDAR DAYS

The Borrower agrees that the days of this Promissory Note are calendar days, considering 360 days per year,
12 months per year with 30 days per month, and any extension of the principal or interest payment term
hereunder, of this Note resulting from the Final Maturity Date of a non-bank day, will be included in the
interest calculation.

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SECTION 7. INTEREST BY-LAWS
The Lender and the Borrower agree to accept the interest rates and any fee following the terms of this
Promissory Note and declare that they are not illegal. If any interest payment or other charge or fee payable
hereunder exceeds the maximum amount permitted by applicable law, the Borrower shall pay the maximum
amount allowed by applicable law.

SECTION 8. PLACE AND METHOD OF PAYMENT

Any payment regarding this Promissory Note shall be made through legitimate money of European Union
(Euros), through bank deposit with the funds immediately available to the Bank to be indicated by the Lender,
with the principal amount accrued with interest. Interest on the outstanding balance will be compounded
monthly from this document's date until the full payment of this Promissory Note, at the interest rate
[INTEREST RATE - (EXHIBIT II)] following the binding document Project Finance Loan Security Agreement.

SECTION 9. SECURITY
This Promissory Note is secured by the Collateral described in the Personal Guarantee Agreement, as follows:
The Borrower grants to the Lender the interest in all Borrower's rights, securities, and interests in the
following items (Collectively, the Collateral):
• Borrower's assets, proven with balance sheets and deed of ownership;
• Reserve of a percentage of accounts receivable from the borrowing company, to pay quarterly;
• Shares of Borrower Company, through the document Stock Pledge of Shares;
• Guarantees represented by deeds and personal property documents of the Guarantors (Shareholders);
All such Guarantees (Guarantee) must be listed in detail with supporting documents following (EXHIBIT IV)
and must be offered up to thirty days before First Tranche.
Erste Bank in an Escrow Account will hold the deeds and other contractual documents relating to Guarantees
in custody until the final payment of the Project Finance Loan Security Agreement, following the (EXHIBIT II).

SECTION 10. SUCCESSORS AND ASSIGNS

The terms and conditions shall inure to the benefit of binding upon Borrower's successors and permitted
assigns.

SECTION 11. NOTICE

Any notice required hereunder shall be in writing and deemed to have been sufficiently given when delivered
in person, by email, by a recognized national overnight courier service, or by certified mail to the address of
the respective Part as follow:
Borrower COMPANY
• Mr.
• Street -
• State -
• Country –
• Phone –
• Email -

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Lender COMPANY
• Mr.
• Street –
• State –
• Country -
• Phone –
• Email –

SECTION 12. NO IMPLIED WAIVER

Borrower waives presentment for payment, protest, and a notice of protest and Demand of this Promissory
Note. The parties acknowledge that no breach of any provision of this Note shall be deemed waived unless
evidenced in writing by the Parties. A waiver of any one breach shall not be considered as a waiver of any
other breach of the same or any other provision of this Note. No failure or delay by Lender in exercising
Lender's rights under this Note shall be considered a waiver of such rights.

SECTION 13. TRANSFER OF NOTE

The Lender may transfer this Note to another holder without notice to the Borrower, and the Borrower agrees
to remain bound to any subsequent holder of this Note under the terms of this Note, which shall accrue to
the benefit of any holder and his/her legal representatives, successors, and assigns.

SECTION 14. JOINT AND SEVERAL LIABILITY

The Borrower Company and the Guarantors, identified in this Note shall be jointly and severally liable for the
repayment of the debt described in this Note, and the terms of this Note shall be equally binding upon all
successors, legal representatives, and assigns.

SECTION 15. INTEGRATION OF DOCUMENTS

The Letter of Intent, the Project Finance Loan Security Agreement, the Promissory Note, the (EXHIBIT I)
(EXHIBIT II), (EXHIBIT III) and (EXHIBIT IV) are documents that make an integral part of this credit operation

SECTION 16. AMENDMENTS

No amendment to any terms of this Note shall be binding unless in writing and signed by all parties.

SECTION 17. GOVERNING LAW

The parties agree that this Promissory Note shall be governed, construed, and enforced, following the Laws
of Montenegro and the Common Laws of England and Wales. In case of conflict of laws, the Common Laws
of England and Wales shall prevail.

SECTION 18. COLLECTION COSTS AND ATTORNEY'S FEES

The Lender may hire or pay some specialized Company or lawyer to collect this Note if the Borrower does not
pay. The Borrower will pay Lender the reasonable costs of such collection. This includes, subject to any limits

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Under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether there is a lawsuit,
including without limitation attorneys' fees and legal expenses for bankruptcy proceedings, including efforts
to modify or vacate any automatic stay or injunction, and appeals. If not prohibited by applicable law, the
Borrower also will pay any court costs, in addition to all other sums provided by law.

SECTION 19. SEVERABILITY

Suppose any provision or Part of a provision of this Promissory Note is held to be illegal, invalid, or
unenforceable by a court or other decision-making authority of competent jurisdiction. In that case, the
remainder of the provision will be enforced to affect the Parties' intention, and the invalidity and
enforceability of all other provisions in this Note will not be affected or impaired.

SECTION 20. CONSTRUCTION

The headings at the beginning of each section are meant to organize the document and not be considered
operational parts of the Note. Unless the context of this Promissory Note requires and specifies otherwise,
the following shall prevail:
21.1. References to the plural include the singular, and references to the singular include the plural;
21.2. References to any gender include the other gender;
21.3. The terms "include" and "including" are not limiting;
21.4. The word "or" has the inclusive meaning represented by the phrase "and ";
21.5. The articles and titles of sections and subsections, used in capital letters in bold, are Part of this
Promissory Note, and they have been utilized for reference and intelligibility. They shall not be used
to define, interpret, or to limit in any way, any of the provisions of this Promissory Note;
21.6. When the text refers to "DOCUMENTS," always refers to the entire set of documents that comprise
this Loan Promissory Note;
21.7. The terms "hereof, "herein, "hereby," and "hereunder," and other similar terms in this document,
refer to this Promissory Note as a whole and not to any particular provision;
21.8. All attachments and exhibits, that form part of this Promissory Note, are integral parts of this
document as if herein contained, and any reference to this Promissory Note includes all documents,
attachments, and exhibits;
21.9. Any reference to a person shall consist of a person, firm, or company;

SECTION 21. ENTIRE AGREEMENT

This Promissory Note and all related documents constitute the entire agreement between the parties and
supersede and terminate all prior written or oral drafts, agreements, arrangements, and understandings in
this regard.

SECTION 22. GUARANTY

The Shareholders of the Borrower Company, as ("GUARANTOR") unconditionally guarantees all the
obligations of the Borrower Company under this Promissory Note and agrees that any modifications of the
terms of payment or extension of time of payment shall in no way impair its guarantee, and expressly agrees
its guarantee of any change or extensions of this Note.
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SECTION 23. COUNTERPART
Each Party, through its legal representatives, duly authorized, sign this document in a single original, which
the Lender will hold until the actual payment of this Promissory Note. To the Borrower will be delivered a
copy of this Promissory Note

IN WITNESS WHEREOF, the Parties have executed this Promissory Note as of the day and year first above
written.

Borrower Company

______________________________________
Name
Title:

GUARANTOR Shareholder name GUARANTOR Shareholder name

Borrower Company Borrower Company

______________________________________ _______________________________________
Name: Name:
ID: ID:

GUARANTOR Shareholder name GUARANTOR Shareholder name

Borrower Company Borrower Company

______________________________________ _______________________________________
Name: Name:
ID: ID:

WITNESSES:

______________________________________ _______________________________________
FROM BORROWER COMPANY FROM LENDER COMPANY
Name: Name:
ID: ID:

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