Exhibit 10.3
PROMISSORY NOTE
In regards
to
STOCK PURCHASE ACQUISITION
AGREEMENT
OF COMANCHE LIVESTOCK EXCHANGE,
LLC BY GREEN ENERGY LIVE, INC.
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$950,000.00
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July 24, 2009
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FOR VALUE RECEIVED
GREEN ENERGY LIVE,
INC., a Nevada Corporation ("Maker"), promises to pay to the order
of DEAN CAGLE, and their successors and assigns (hereinafter
collectively referred to as "Payee"), at the office of Payee or its
agent, designee, or assignee at 7456 Highway 67 East, Comanche,
Texas 76442 , or at such place as Payee or its agent, designee,
or assignee may from time to time designate in writing, the
principal sum of NINE HUNDRED FIFTY THOUSAND DOLLARS
($950,000.00 ), in lawful money of the United States of
America, as set forth below at all times prior to the occurrence of
an "Event of Default" (hereinafter defined).
Associated
Agreement. The Payee is entitled to the benefits of the
“ STOCK PURCHASE ACQUISITION AGREEMENT Of COMANCHE
LIVESTOCK EXCHANGE, LLC By GREEN ENERGY LIVE, INC. ” (the
”Acquisition Agreement”) executed simultaneous herewith
by Payee and Maker.
Payment
Schedule. According to the Acquisition Agreement, this
Note shall be paid in the following manner:
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US$450,000 paid approximately 60
days after effective SEC registration of GELV;
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US$250,000 within 12 months of
Closing Date; and
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Balance of US$250,000 within 24
months of Closing Date.
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Payments notated in Items 2 and 3
above may be revised to include stock in lieu of cash payments,
either for the full amount, or a combination of cash and GELV Stock
at the discretion of Dean Cagle.
Security.
This Note is secured by the
property, as described under Section 1 of the Acquisition
Agreement. A Deed of Trust and Security Agreement shall
be filed with the State of Texas.
Default.
Maker shall be in default under
this Note upon the happening of any of the following events or
conditions (an "Event of Default" herein) before full payment of
this Note:
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default in the punctual performance
of any covenant or agreement contained or referred to herein or in
the Acquisition Agreement.
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filing of a petition in bankruptcy
or the institution of any proceeding for reorganization under the
Federal Bankruptcy Code or any similar state or federal statute or
law; and
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the filing of any proceeding by or
against the Maker for appointment of a receiver, dissolution or
liquidation.
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A default shall not be committed
in the any event under Section 11 of the Acquisition
Agreement. This Note shall follow Section 11 of the
Acquisition Agreement if the Acquisition Agreement is
terminated.
Notice.
In the event that Maker shall
default in the performance or observation of any agreement,
covenant or condition required to be performed or observed by Maker
under the terms of this Note, other than default in payment under
(i) above, Payee agrees to give Maker notice of the default and ten
(10) days thereafter in which to cure the default; provided,
however, that if said default cannot reasonably be cured within
said ten (10) day period, that Maker commences to the
cure thereof within said ten (10) day period and prosecutes said
cure diligently and in good faith, said period shall be extended
for a period of time reasonably required to cure the same, not to
exceed and additional thirty (30) days.
