THE SECURITIES
REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A
FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
TERM NOTE
June 11, 2009
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Jersey City,
New Jersey
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$500,000.00
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FOR VALUE
RECEIVED , the
undersigned, STRIKER OIL & GAS, INC., a Nevada corporation (the
“ Company ”), promises to pay YA
GLOBAL INVESTMENTS, L.P. (the “ Lender ”) at 101
Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other
address as the Lender shall specify in writing, the principal sum
of $500,000.00 and interest accrued thereon pursuant
to the following terms of this Term Note (the “ Note
”):
1.
Principal and Interest .
(i)
Interest . Interest shall accrue on the
outstanding principal balance of this Note at the
rate of twelve percent per year (computed on the basis of a
365-day year and the actual days elapsed) from the date of this
Note until paid.
(ii)
Payments . For value received, the Company
hereby promises to pay to the order of the Lender, in lawful money
of the United States of America and in immediately available funds,
$26,000 per month (the “ Monthly Payment ”)
commencing on July 1, 2009 and continuing on the first date of each
month through June 1, 2011. On June 10, 2011 (the
“ Maturity Date ”) the Company hereby promises
to pay to the order of the Lender, in lawful money of the United
States of America and in immediately available funds, all
outstanding principal of this Note, together with accrued and
unpaid interest thereon. Each Monthly Payment will be
applied first to accrued and unpaid interest and then to principal
outstanding on this Note.
2.
Right of Prepayment . The Company at its
option shall have the right to prepay any amount of outstanding
principal of the Note and accrued and unpaid interest thereon
without premium or penalty.
3.
Waiver and Consent . To the fullest extent
permitted by law and except as otherwise provided herein, the
Company waives demand, presentment, protest, notice of dishonor,
suit against or joinder of any other person, and all other
requirements necessary to charge or hold the Company liable with
respect to this Note.
4.
Costs, Indemnities and Expenses . In the
event of default as described herein, the Company agrees to pay all
reasonable fees and costs incurred by the Lender in collecting or
securing or attempting to collect or secure this Note, including
reasonable attorneys’ fees and expenses, whether or not
involving litigation, collecting upon any judgments and/or
appellate or bankruptcy proceedings. The Company agrees
to pay any documentary stamp taxes, intangible taxes or other taxes
which may now or hereafter apply to this Note or any payment made
in respect of this Note, and the Company agrees to indemnify and
hold the Lender harmless from and against any liability, costs,
attorneys’ fees, penalties, interest or expenses relating to
any such taxes, as and when the same may be incurred.
5.
Security . The Company agrees and
acknowledges (i) that its obligations under this Note shall be
secured by all collateral granted by the Company and Affiliated
Holdings, Inc. (“ Affiliated ”) to the Lender,
including, without limitation, the assets of the Company pledged to
the Lender pursuant to (a) that certain Security Agreement dated
May 17, 2007 by and among the Company, Affiliated, and the Lender
(the “ Security Agreement ”), (b) that certain
Mortgage, Assignment of Production, Security Agreement, Fixture
Filing and Financing Statement granted by the Company to YA Global
as of May 17, 2007, and (c) that certain Deed of Trust, Mortgage,
Assignment, Security Agreement, Fixture Filing and Financing
Statement granted by the Company to YA Global as of May 17, 2007,
(d) that certain Deed of Trust, Mortgage, Assignment of Production,
Security Agreement, Fixture Filing and Financing Statement from the
Company to the Trustee for the benefit of the Lender of even date
herewith, and (e) that certain Mortgage, Assignment of Production,
Security Agreement, Fixture Filing and Financing Statement from the
Company to the Buyer of even date herewith ((b) – (e) shall
collectively be referred to herein as the “ Mortgages
”), and (ii) that the obligations under this Note are
hereinafter expressly included as part of the
“Obligations” as such term is defined and used in the
Security Agreement and the Mortgages.
6.
Event of Default . An “ Event of
Default ”, wherever used herein, means any one of the
following events (whatever the reason and whether it shall be
voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administrative or governmental
body):
(i) the
Company's failure to pay to the Lender any amount of principal,
interest, or other amounts when and as due under this
Note;
(ii) The
Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach
or default of any provision of the agreement of even date herewith
(the “ Agreement ”) between the Lender, the
Company and Affiliated, this Note, or any other note, debenture, or
indebtedness issued to the Lender or its affiliates which is not
cured within the applicable cure period, if any;
(iii)
The Company or any subsidiary of the Company shall commence any
proceeding under any applicable bankruptcy or insolvency laws as
now or hereafter in effect or any successor thereto, or the Company
or any subsidiary of the Company commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief
of debtors,
dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company; or there
is commenced against the Company or any subsidiary of the Company
an involuntary bankruptcy, insolvency or other proceeding which
remains undismissed for a period of 61 days; or the Company or any
subsidiary of the Company is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or
proceeding is entered; or the Company or any subsidiary of the
Company suffers any appointment of any custodian, private or court
appointed receiver or the like for it or any substantial part of
its property which continues undischarged or unstayed for a period
of sixty one days; or the Company or any subsidiary of the Company
makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any
subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring
of its debt; or the Company or any subsidiary of the Company shall
by any act or failure to act expressly indicate its consent to,
approval of or acquiescence in any of the foregoing; or any
corporate or other action is taken by the Company or any subsidiary
of the Company for the purpose of effecting any of the foregoing;
or
(iv) The
Company or any subsidiary of the Company shall default in any of
its obligations under any other promissory note, or any mortgage,
credit agreement or other facility, indenture agreement, factoring
agreement, debenture, convertible debenture or other instrument
under which there may be issued, or by which there may be secured
or evidenced any indebtedness for borrowed money or money due under
any long term leasing or factoring arrangement of the Company or
any subsidiary of the Company in an amount exceeding $50,000,
whether such indebtedness now exists or shall hereafter be created
and such default shall result in such indebtedness becoming or
being declared due and payable prior to the date on which it would
otherwise become due and payable;
7.
Remedies .
During the time that any portion of this Note is outstanding, if
any Event of Default has occurred, the full unpaid principal amount
o
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