Back to top

SECURED PROMISSORY NOTE

Promissory Note

SECURED PROMISSORY NOTE | Document Parties: STRATOS RENEWABLES CORPORATION You are currently viewing:
This Promissory Note involves

STRATOS RENEWABLES CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SECURED PROMISSORY NOTE
Date: 7/21/2009

SECURED PROMISSORY NOTE, Parties: stratos renewables corporation
50 of the Top 250 law firms use our Products every day

 

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

THE OBLIGATIONS EVIDENCED BY THIS NOTE ARE SECURED BY ASSETS OF THE COMPANY AND ITS SUBSIDIARIES AS MORE FULLY SET FORTH IN THAT CERTAIN SECURITY AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE COMPANY AND HOLDER.

 

STRATOS RENEWABLES CORPORATION

 

SECURED PROMISSORY NOTE

 

 

July 15, 2009

$8,659,719

Beverly Hills, California

 

FOR VALUE RECEIVED , Stratos Renewables Corporation , a Nevada corporation (“ Company ”) promises to pay to the order of Blue Day SC Ventures, a joint venture of BlueDay Limited, a business company existing under the laws of the British Virgin Islands and MA Green, a partnership (“ Holder ”), or its registered assigns, the principal sum of Eight Million Six Hundred Fifty Nine Thousand Seven Hundred Nineteen Dollars (US$8,659,719) or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to fifteen percent (15%) 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 unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earliest to occur (the “ Maturity Date ”) of (i) December 31, 2012, (ii) a Change of Control (as defined below) or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof.  All references to Dollars herein are to lawful currency of the United States of America. This Secured Promissory Note (including all Secured Promissory Notes issued in exchange, transfer or replacement hereof, this “ Note ”) is one of the Notes issued by the Company pursuant to Section 1.1 of that certain Secured Note And Common Stock Purchase Agreement dated July 15, 2009 (as amended, modified or supplemented, the “ Note and Common Stock Purchase Agreement ”) between Company and Investors (as defined in the Note and Common Stock   Purchase Agreement).

 

 

 


 

 

All amounts owing on this Note shall be payable in arrears, with payments first applied to any and all costs and expenses incurred by Holder in enforcement or the preservation of any rights hereunder, second to accrued and unpaid interest on this Note, and thereafter on the unpaid principal amount hereof, at the address for such purpose specified below the Holder’s name on Schedule I of the Note and Common Stock   Purchase Agreement, or at such other address as the Holder may from time to time direct in writing.

 

This Note may be prepaid by the Company, but, except with respect to prepayments described in Section 4 below, prepayment may be made only with the consent of the Holder.  Any prepayment of amounts outstanding under this Note shall be made in connection with a prepayment with respect to all Notes issued pursuant to the Note and Common Stock Purchase Agreement, allocated pro rata among such Notes based on the principal and interest outstanding with respect thereto.

 

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

 

1.            Definitions . Capitalized terms used in this Note have the meanings given in the Note and Common Stock Purchase Agreement unless otherwise defined herein. In addition, the following capitalized terms have the following meanings:

 

(a)         “ Affiliate ” shall mean, with respect to any Person (i) a Person directly or indirectly controlling, controlled by or under, control with such Person, (ii) a Person owning or controlling 10% or more of the outstanding voting securities of such Person, or (iii) an officer, director, general partner, member or manager of such Person, or a member of the immediate family of an officer, director, general partner, member or manager of such Person.  When the Affiliate is an officer, director, partner or manager of such Person or a member of the immediate family of an officer, director, general partner, member or manager of such Person, any other Person for which the Affiliate acts in that capacity shall also be considered an Affiliate.  For these purposes, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

 

(b)         “ Change of Control ” means (i)  any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

 

 

2


 

 

(c)          Holder ” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

 

(d)          “ Obligations ” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note and the Note and Common Stock Purchase Agreement, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq .), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

 

(e)         “ Person ” shall mean any entity, corporation, company, association, joint


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more