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
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July 15, 2009
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$8,659,719
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Beverly Hills,
California
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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.
(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