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)
FOR VALUE RECEIVED IX Energy, Inc.,
a Delaware corporation (the "
Company "), promises to pay to IX Energy Investment,
LLC (the " Holder "),
the principal amount of Nine-Hundred Thousand Dollars ($900,000),
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 eighteen
percent (18%) 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 the final payment to the Company
by the City of New Orleans, or any affiliate thereof, in connection
with the Company's solar panel installation project at the
following schools: International School of Louisiana, New Orleans
Charter Science and Mathematics High School, Pierre A Capdau - UNO
Charter School, Warren Easton Senior High School and John Dibert
School, as set forth in the agreements attached hereto as
Exhibit A.
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 or
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
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 proceedings 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
thirt
