THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER HAS RECEIVED
A OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
IX ENERGY, INC.
PROMISSORY NOTE
(non-negotiable)
FOR VALUE RECEIVED IX Energy, Inc.,
a Delaware corporation (the " Company ”), promises to
pay to Steven Hoffman (the “ Holder ”), the
principal amount of Two Hundred Thousand Dollars
($200,000.__ ), or such lesser amount as shall equal the
outstanding principal amount hereof, together with simple interest
from the date of this Note on the unpaid principal balance at a
rate equal to five percent (5%) per annum, computed on the basis of
the actual number of days elapsed and a year of 365 days. All
unpaid principal, together with any then accrued but unpaid
interest and any other amounts payable hereunder, shall be due and
payable on the earlier of (i) the closing of a transaction (or
series of transactions, whether or not related) in which the
Company issues and sells shares of its capital stock or securities
convertible into shares of capital stock in exchange for aggregate
gross proceeds of more than $1.5 million that occur after May 5,
2008, (ii) the consummation of a merger, shares exchange or other
business combination with a company subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, or (iii) December 31, 2008 (the “
Maturity Date ”).
The following is a statement of the
rights of the Holder of this Note and the conditions to which this
Note is subject, and to which the Holder, by the acceptance of this
Note, agrees:
1. Event of
Default .
(a) For purposes
of this Note, an “ Event of Default ”
means:
(i) the Company
shall default in the payment of interest
and/or principal on this Note; or
(ii) the Company shall
fail to materially perform any covenant, term, provision,
condition, agreement or obligation of the Company under this
Note(other than for non -payment) and such failure shall continue
uncured for a period of ten (10) business days after notice from
the Holder of such failure; or
(iii) the Company shoal
(1) become insolvent; (2) admit in writing its inability to pay its
debts generally as they mature; (3 ) make an assignment for the
benefit of creditors or commence proceedings for its dissolution;
or (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for it or for a substantial part of its
property or business; or
(iv) a trustee,
liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent
and shall not be discharged within thirty (30) days after such
appointment; or
(v) any
governmental agency or any court of competent jurisdiction at the
insistence of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties
or assets of the Company and shall not be dismissed within thirty
(30) days thereafter; or
(vi) the Company
shall sell or otherwise transfer all or substantially al of its
assets; or
(vi) bankruptcy,
reorganization, insolvency or liquidation proceedings or other
proceedings, or relief under any bankruptcy law or any law for the
relief of debt shall be instituted by o r against the Co
