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Exhibit 10.10
PROMISSORY NOTE
$342,000.00 Dated: December 20, 2007
Louisville, Kentucky
FOR VALUE RECEIVED, receipt of which is hereby acknowledged,
Beacon
Enterprise Solutions Group, Inc., an Indiana corporation, with
offices located
at 124 North First Street, Louisville, Kentucky 40202 (the
"Payor") promises to
pay to the order of Strategic Communications, LLC, a Kentucky
limited liability
company, with offices located at 1961 Bishop Lane, Louisville,
Kentucky (the
"Payee," which shall include any holder of this Note at any
time), or at such
other address as Payee may designate from time to time, the
maximum principal
sum of Three Hundred Forty Two Thousand and 00/100 Dollars
($342,000.00),
together with interest on the unpaid balance of principal
hereunder from the
date hereof until paid.
This Promissory Note shall be placed into escrow with Miller
& Wells PLLC,
as escrow agent under that certain Amendment No. 1 to the Asset
Purchase
Agreement, by and between Payor and Payee, dated December 20,
2007.
Rate of Interest and Its Calculation
The unpaid balance of principal outstanding hereunder shall bear
interest
at a rate per annum equal the applicable Federal short term rate
(the "Rate").
Interest on this Note shall be computed by applying the ratio of
the annual
interest rate over a year of 360 days, multiplied by the
outstanding principal
balance, multiplied by the actual number of days the principal
balance is
outstanding. Upon the occurrence of an Event of Default (as
hereinafter defined)
and during the continuance thereof, and after maturity,
including maturity upon
acceleration, Payee, at its option, may, if permitted under
applicable law, do
one or both of the following: (i) increase the applicable Rate
under this Note
to the Rate plus one (1) percentage point, and (ii) add any
unpaid accrued
interest to the principal and such sum will bear interest
therefrom until paid
at the rate provided in this Note (including any increased
rate). The Rate under
this Note will not exceed the maximum rate permitted by
applicable law under any
circumstances.
Time and Method of Payment
Payor shall pay the outstanding principal amount and all accrued
interest
thereon upon the earlier of the final round of the Equity
Financing (as defined
in the October 19, 2007 Private Placement Memorandum circulated
by the Payor) or
December 31, 2008 (the "Maturity Date").
Payor may prepay the outstanding principal balance of this Note
in whole
or in part at any time and from time to time without premium or
penalty,
together with the payment of all accrued interest to the date of
such
prepayment.
Additional Terms and Conditions of Promissory Note
1. Each of the following shall constitute an Event of Default
hereunder:
(a) The institution by the Payor of proceedings to be
adjudicated as
bankrupt or insolvent, or the consent by it to institution of
bankruptcy or
insolvency proceedings against it or the filing by it of a
petition or answer to
consent seeking reorganization or release under the federal
Bankruptcy Act, or
any other
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applicable federal or state law, or the consent by it to the
filing of any such
petition or the appointment of a receiver, liquidator,
assignee,
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