SECURED PROMISSORY
NOTE
FOR VALUE RECEIVED and as consideration for
executing that certain Asset Purchase Agreement of even date
herewith (the “Asset Purchase Agreement”), and the sale
and transfer of the Assets described therein, GROVE POWER, INC., a
Florida corporation (the “Maker”), hereby promises to
pay to R.B. GROVE, INC., a Florida corporation, or its successors
and assigns (the “Payee”), at 1881 NW 93
rd Avenue, Doral, Florida or such other address as
Payee shall provide in writing to the Maker for such purpose, a
principal sum of Eighty Six Thousand Six Hundred and Twelve Dollars
(U.S. $86,612.00) (the “Principal Amount”).
1.
Payments and Maturity . Maker agrees to repay the
Principal Amount of this secured promissory note (the
“Note”) and simple interest accrued thereon over
eighteen (18) months at the rate of eight percent (8%) per annum on
the date eighteen months from the date of this Note, November 11,
2010.
2.
No Prepayment Penalty . The Principal Amount and
any accrued and unpaid interest thereon may be paid by Maker in
whole or in part at any time with no prepayment penalty.
3.
Default and Acceleration . Upon the occurrence of a Default
(as defined below), the Payee shall have the right (in addition to
all other rights it may have hereunder, under the Security
Agreement, or under applicable law), exercisable at the sole option
of the Payee, to accelerate the entire outstanding principal sum
remaining due and unpaid plus all accrued and unpaid interest
thereon, which shall be due and payable within thirty (30) Business
Days of the date on which the written notice for the payment
therefore provided by the Payee is received by Maker. If
the Maker fails to pay such payment pursuant to this Section on the
date such amount is due in accordance with this Section, the Maker
will pay simple interest on such unpaid and overdue amount at a
rate of eighteen percent (18%) per annum (or such lesser amount
permitted by applicable law), accruing daily from such date until
such amount, plus all such interest thereon, is paid in
full.
A “Default” means any one or more of
the following events:
(a) any
failure by Maker to pay any amount hereunder, within fifteen (15)
Business Days of the due date of any such payment;
(b) the
commencement of any liquidation, reorganization, receivership,
bankruptcy, assignment for the benefit of creditors or other
debtor-relief proceeding by or against Maker, which is not
discharged or cured by Maker within sixty (60) days;
(c) the
Maker shall fail to observe or perform any other material covenant,
material agreement or material warranty contained in, or otherwise
commit any material breach of, the Asset Purchase Agreement or the
Security Agreement, and such material failure or material breach
shall not, if subject to the possibility of a cure by the Maker,
have been remedied within thirty (30) days after the date on which
written notice of such failure or breach shall have been received
by Maker.
4.
Secured Obligation . The obligations of Maker under this
Note are secured by the Maker’s grant of a subordinated
security interest in and to the Assets (as defined in the Asset
Purchase Agreement) pursuant to and as described in the Security
Agreement (as defined in Section 13). Payee represents
and warrants that the Assets were transferred free and clear of any
liens, other than as described herein and in the Security
Ag
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