THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, AND MAY NOT BE SOLD. TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT
AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER HAS
RECEIVED AN 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)
|
$ 110.000
[12-30-07 money was advanced by Dr. Schlesinger for Prodell
Project]
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FOR VALUE RECEIVED IX Energy, Inc., a Delaware
corporation (the " Company "), promises to pay to Scott
Schlesinger, MD (the " Holder "), the principal amount of
One Hundred Ten Thousand Dollars ($ 110,000), 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 twelve percent (12%) 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 or before the third business
day following final payment to the Company by Johnson Controls,
Inc. in connection with the Company's solar panel installation
project at the Albert G Prodell Middle School in Shoreham, New
York.
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:
(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 shall (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 all of its assets: or
(vii) bankruptcy,
reorganization, insolvency or liquidation proceeding’s or
other proceedings, or relief under any bankruptcy law or any law
for the relief of debt shall be instituted by or against the
Company and, if instituted against the Company shall not be
dismissed within thirty (30) days after such instituti
