Attached files
| file | filename |
|---|---|
| 8-K/A - Gulf United Energy, Inc. | gulfunited8ka031810.htm |
| EX-10.1 - Gulf United Energy, Inc. | ex10-1.htm |
| EX-99.1 - Gulf United Energy, Inc. | ex99-1.htm |
| EX-10.2 - Gulf United Energy, Inc. | ex10-2.htm |
| EX-10.3 - Gulf United Energy, Inc. | ex10-3.htm |
| EX-10.4 - Gulf United Energy, Inc. | ex10-4.htm |
| EX-10.5 - Gulf United Energy, Inc. | ex10-5.htm |
Exhibit
10.6
PROMISSORY
NOTE
(Unsecured)
|
$1,089,685
|
March
12, 2010
|
FOR VALUE RECEIVED, the undersigned,
Gulf United Energy, Inc., a Nevada corporation (“Maker”), hereby unconditionally
promises to pay to the order of James Askew (“Payee”), at 3 Riverway, 18th
Floor, Houston, Texas, 77056, or at such other address given to Maker by Payee,
the principal sum of ONE MILLION EIGHTY NINE THOUSAND SIX HUNDRED EIGHTY FIVE
AND NO/100 DOLLARS ($1,089,685), in lawful money of the United States of
America, together with interest on the unpaid principal balance at the rate of
10% per annum.
Accrued interest shall be payable on
June 30, 2010, September 30, 2010, December 31, 2010, and March 31, 2011,
beginning on June 30, 2010. The entire unpaid balance of this Note,
including all unpaid and accrued interest, shall be due and payable upon the
earlier of (i) March 31, 2011 or (ii) the New Financing Date (as defined
below). Payments of any sums due to the Payee and/or holder under the
terms of this Note shall be made in United States Dollars by check or wire
transfer at the option of Maker. If any payment hereunder would
otherwise become due and payable on a day on which banks are closed or permitted
to be closed in Houston, Texas, such payment shall become due and payable on the
next succeeding day on which banks are open and not permitted to be closed in
Houston, Texas. For purposes of this Note, the term “New Financing
Date” means the third business day after the date on which Maker closes any
equity or equity equivalent financing in which Maker receives gross proceeds of
at least Five Million Dollars ($5,000,000) or more or the last of any such
equity or equity equivalent financing which in the aggregate equal gross
proceeds of $5,000,000 or more to Maker. All such gross proceeds are determined
before deduction of any fees or other expenses or disbursements of any kind in
connection with the relevant transaction, offering or placement of
securities.
Maker
acknowledges and agrees that this Note issued to Payee ranks senior in right and
priority of payment to all other indebtedness of Maker. Until
repayment in full of this Note, Maker shall not incur, create,
assume, guarantee or permit to exist any indebtedness that ranks senior in
priority to, or pari passu with, the indebtedness represented by the
Note.
If
default occurs in the payment of any principal or interest when due hereunder,
or upon Maker’s insolvency, the appointment of a receiver of all or any part of
Maker’s property, an assignment for the benefit of creditors of Maker, or the
commencement of any proceeding under any bankruptcy, insolvency or debtor relief
laws by or against Maker, the Payee hereof may, at its option, declare the
entirety of this Note, principal and interest, immediately due and payable, and
pursue any and all other remedies available to it at law or in
equity. If this note is given to an attorney for collection, or if
suit is brought for collection, or if it is collected through bankruptcy, or
other judicial proceedings, then Maker shall pay Payee all costs of collection,
including reasonable attorney’s fees and court costs, in addition to other
amounts due.
-1-
Maker
agrees that if Maker defaults in the payment of any payment required hereunder,
whether payment of principal or interest, Maker promises to pay, on demand,
interest on any such unpaid amounts, from the date the payment is due to the
date of actual payment, at the rate of the lesser of (i) eighteen percent (18%)
per annum; and (ii) the maximum nonusurious rate permitted by applicable
law.
In the
event any provision of this Note (or any part of any provision) is held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of this Note; but
this Note shall be construed as if such invalid, illegal, or unenforceable
provision (or part thereof) had not been contained in this Note, but only to the
extent it is invalid, illegal, or unenforceable.
Each
right, power, and remedy of the Payee as provided for in this Note, or now or
hereafter existing under any applicable law or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power, or remedy
provided for in this Note now or hereafter existing under any applicable law,
and the exercise or beginning of the exercise by the Payee of any one or more of
such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by the Payee of any or all such other rights, powers, or
remedies. No failure or delay by the Payee to insist upon the strict
performance of any term, condition, covenant, or agreement of this Note, or to
exercise any right, power, or remedy upon a breach thereof, shall constitute a
waiver of any such term, condition, covenant, or agreement or of any such
breach, or preclude the Payee from exercising any such right, power, or remedy
at a later time or times. By accepting payment after the due date of
any amount payable under the terms of this Note, the Payee shall not be deemed
to waive the right either to require prompt payment when due of all other
amounts payable under the terms of this Note or to declare an event of default
for the failure to effect such prompt payment of any such other
amount. No course of dealing or conduct shall be effective to amend,
modify, waive, release, or change any provisions of this Note.
Any provision herein, or in any
document securing this Note, or any other document executed or delivered in
connection herewith, or in any other agreement or commitment, whether written or
oral, expressed or implied, to the contrary notwithstanding, neither Payee nor
any holder hereof shall in any event be entitled to receive or collect, nor
shall or may amounts received hereunder be credited, so that Payee or any holder
hereof shall be paid, as interest, a sum greater than the maximum amount
permitted by applicable law to be charged to the person, partnership, firm or
corporation primarily obligated to pay this Note at the time in
question. If any construction of this Note or any document securing
this Note, or any and all the papers, agreements or commitments, indicate a
different right given to Payee or any holder hereof to ask for, demand or
receive any larger sum as interest, such is a mistake in calculation or wording
which this clause shall override and control, it being the intention of the
parties that this Note, and all other instruments securing the payment of this
Note or executed or delivered in connection herewith shall in all things comply
with applicable law and proper adjustments shall automatically be made
accordingly.
-2-
Maker reserves the right to prepay the
outstanding principal balance of this Note, in whole or in part, at any time and
from time to time, without premium or penalty. The Maker and any
other party ever liable for payment of any sums of money payable on the Note,
jointly and severally, waive presentment, protest and notice of protest and
nonpayment, notice of acceleration or other notice of default.
This Note is being executed and
delivered, and is intended to be performed, in the State of
Texas. Except to the extent that the laws of the United State may
apply to the terms hereof, the substantive laws of the State of Texas shall
govern the validity, construction, enforcement and interpretation of this
Note.
|
MAKER
|
|
|
Gulf
United Energy, Inc.
|
|
|
By:
_______________________
|
|
|
Name:
_______________________
|
|
|
Title:
_______________________
|
-3-
PAYEE
SIGNATURE PAGE
PAYEE
/s/
James M. Askew
James. M.
Askew
-4-