SECURED PROMISSORY
NOTE
|
$3,608,457.38
|
August 18, 2009
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FOR VALUE RECEIVED, the undersigned,
ecoSolutions, Intl., a Nevada corporation, (the
“Borrower” ), promises to pay to the order of
William C. Patridge (the “Holder” ) (at such
place as the Holder may from time to time designate to the
Borrower), in lawful money of the United States, the principal sum
of Three Million Six Hundred and Eight Thousand Four Hundred and
Fifty Seven Dollars and Thirty Eight Cents ($3,608,457.38),
together with accrued interest on the unpaid principal balance
thereof from and after the date of this Secured Promissory Note at
the rate of ten percent (10.0%) per annum. This Secured
Promissory Note represents the aggregate amount of the
Borrower’s indebtedness to the Holder (whether or not
evidenced by any instrument, promissory note or agreement, written
or otherwise) as of the date hereof. This Secured
Promissory Note is issued in lieu of, and replaces, any and all
prior instruments, promissory notes and agreements, written or
otherwise, evidencing Borrower’s indebtedness to Secured
Party, including, without limitation, that certain Convertible
Promissory Note, dated as of December 31, 2008.
On December 31, 2009, the entire unpaid
principal balance of this Secured Promissory Note and all accrued
interest shall be due and payable.
The payment of this Secured Promissory Note is
secured by a pledge of, and security interest in, all of the assets
of Borrower. The terms and conditions are set forth in
the Security Agreement, dated as of August 18, 2009 (the
“Agreement ”). Notwithstanding the
existence of security for the payment of this Secured Promissory
Note, the Borrower shall at all times remain liable to the Holder
for the full and punctual payment of all principal, interest and
other amounts that are owned under this Secured Promissory
Note.
Any principal, interest or other amount payable
under this Secured Promissory Note that is not paid when due shall
bear interest from and after the date when due until paid in full
at the rate of twelve per cent (12.0%) per annum (the
“Default Rate” ).
If the Borrower is not in default under this
Secured Promissory Note, the Borrower shall have the privilege of
prepaying without penalty or premium, the outstanding principal
balance hereof in whole or in part at any time or from time to
time
