PRIME SUN POWER
INC.
PROMISSORY
NOTE
|
US$
[_______]
|
[_____ __,
200_]
|
|
|
FOR VALUE
RECEIVED, Prime Sun Power Inc. , a Nevada
corporation (the "Borrower"), hereby promises to pay to the order
of Rudana Investment Group AG ("Lender") ,
at such time, place and in such manner as Lender may specify in
writing, the principal amount of
[___________] (US$_[___]) (the
"Principal") pursuant to the terms and conditions specified herein
(this “Note”). The Borrower shall pay interest on the
outstanding principal of this Note at the annual rate of [__]% per
annum, calculated based on a year of 365 days and actual days
elapsed (the “Interest”).
|
|
|
The Borrower
hereby promises to pay to the order of the Lender the Principal and
all Interest due thereon within thirty calendar (30) days upon
delivery to the Company of written demand by the Lender (the
“Due Date”), at such place and in such manner as Lender
may specify in writing.
|
|
|
Any and all
fees, costs, expenses and disbursements charged by financial
institutions with respect to wire transfer or other transmittal
charges incurred in connection with delivery of the Principal from
the Lender to the Borrower shall be deemed to have been received by
the Borrower from the Lender and all such amounts shall be included
in the calculation of Principal hereunder.
|
|
|
This Note shall
not be transferable by Borrower and the Borrower may not assign,
transfer or sell all or a portion of its rights and interests to
and under this Note to any persons and any such purported transfer
shall be void ab initio. The Lender may transfer and assign this
Note at its sole discretion.
|
|
|
The failure at
any time of the Lender to exercise any of its options or any other
rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a
later date. All rights and remedies of the Lender shall be
cumulative and may be pursued singly, successively or together, at
the option of the Lender. The acceptance by the Lender of any
partial payment shall not constitute a waiver of any default or of
any of the Lender's rights under this Note. No waiver of any of its
rights hereunder, and no modification or amendment of this Note,
shall be deemed to be made by the Lender unless the same shall be
in writing, duly signed on behalf of the Lender; and each such
waiver shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of the Lender in
any other respect at any other time.
|
|
|
Any term or
condition of this Note may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be
effective unless set forth in a written instrument duly executed by
or on behalf of the party waiving such term or
condition.
|
|
|
The Borrower
represents and warrants that this Note is the valid and binding
obligation of the Borrower, fully enforceable in accordance with
its terms. The execution and delivery by the Borrower of this Note,
the performance by the Borrower of its obligations hereunder and
the consummation of the transactions contemplated hereby and
thereby does not and will not: (a) conflict with or result in a
violation or breach of any of the terms, conditions or provisions
of the Borrower’s charter instruments; (b) conflict with or
result in a violation or breach of any term or provision of any law
or order applicable to the Borrower or any of its assets and
properties; or (c) (i) conflict with or result in a violation or
breach of, or (ii) result in or give to any person any rights or
create any additional or increased liability of the Borrower under
or create or impose any lien upon, the Borrower or any of its
assets and properties under, any contract or permit to which the
Borrower is a party or by which its assets and properties are
bound.
|
|
Prime Sun Power
Inc.
|
Promissory Note
|
|
|
If any
provision of this Note is held to be illegal, invalid or
unenforceable under any present or future Law, and if the rights or
obligations of any party hereto under this Note will not be
materially and adversely affected thereby, (i) such provision will
be fully severable; (ii) this Note will be construed and enforced
as if such illegal, invalid or unenforceable provision had never
comprised a part hereof; (iii) the remaining provisions of this
Note will remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its
severance here from; and (iv) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a
part of this Note a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable
provision as may be possible.
|
|
|
Any notice,
authorization, request or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly
given two days after it is sent by an internationally recognized
delivery service to the address of record of
|
|