Attached files
| file | filename |
|---|---|
| 8-K - HNO International, Inc. | v193247_8k.htm |
| EX-10.2 - HNO International, Inc. | v193247_ex10-2.htm |
Clenergen
Corporation
1%
Promissory Note
| Dated: August 5, 2010 | Principal Amount: $303,730.50 |
Coconut
Creek, Florida 33073
For Value Received, the undersigned,
Clenergen Corporation, a Nevada corporation (“Maker”), hereby promises
to pay to Rootchange Limited, a corporation organized under the laws of Great
Britain (“Payee”),
the principal sum of $303,730.50 together with interest as set forth
below.
1. Interest
Rate. Until an Event of Default shall have occurred,
the outstanding principal amount evidenced by this Note shall bear interest
at the rate of 1% per annum, computed on the basis of a 360-day year for
the actual number of days elapsed (the “Applicable Interest
Rate”). Upon the occurrence of an Event of Default, the
outstanding principal amount and any accrued but unpaid interest thereon
shall bear interest until paid at the rate of 20.00% per annum, computed on the
basis of a 360-day year for the actual number of days elapsed (the “Default Interest
Rate”).
2. Payment Date; Payment Method;
Prepayment.
(a) Payment
Dates. Payment of all accrued and unpaid interest due
under this Note shall be payable semi-annually, in arrears, commencing on
February 1, 2011 (each, an “Interest Payment Date”) for so
long as any principal amount evidenced by this Note remains
outstanding. Subject to prior payment of the principal amount
evidenced by this Note in accordance with the terms of this Note, payment of any
outstanding principal amount evidenced by this Note (and any accrued but
unpaid interest thereon) shall be made by, or on, November 1,
2011 (the “Maturity
Date”). Upon payment in full of the principal evidenced
by this Note (and any accrued but unpaid interest thereon), Payee, by
Payee's acceptance of this Note, agrees to mark this Note ”CANCELLED” and
return this Note as so marked to Maker within five days after such payment
in full is received.
(b) Payment
Method. Payment of the principal evidenced by this Note
(and any accrued but unpaid interest thereon) shall be made by check,
subject to collection, tendered to Payee, via postage-paid, first class
mail, at the address for the giving of notices as set forth in Section 6 of
this Note.
(c) Voluntary
Prepayment. Reference is made to that certain 1% Convertible
Promissory Note, dated of even date herewith, executed and delivered by Maker in
favor of Payee and in the principal amount of $303,730.50 (the “Convertible
Note”). Maker may pay, without penalty or premium,
the outstanding principal amount evidenced by this Note (and any accrued
but unpaid interest thereon), in whole or in part, at any time up to the
Maturity Date upon no less than ten days' prior written notice (the “Prepayment Notice Period”) to
Payee, provided, however, that any
prepayment, whether in full or in part, of any outstanding principal under this
Note shall be applied equally to this Note and to the Convertible Note, on a
pari passu and pro rata
basis. Any partial prepayment shall first be applied
against any accrued and unpaid interest due under this Note and then to the
principal amount evidenced by this Note. In the event of a
voluntary prepayment being less than the full amount outstanding under this
Note (including any accrued but unpaid interest), upon surrender of this
Note in connection with said partial prepayment, Maker shall deliver to
Payee a new note substantially in the form of this Note and evidencing as
principal any amount not so prepaid. Notwithstanding the immediately
preceding sentence, following any partial prepayment of principal evidenced
by this Note, this Note shall be deemed to evidence a debt of Maker only to
the extent of the remaining principal amount outstanding following
such partial prepayment (plus any accrued and unpaid interest).
Notwithstanding anything to the contrary contained in this Note, the conversion
of all or any portion of the principal amount outstanding under the Convertible
Note shall not be deemed a prepayment for the purposes of this
Note.
3. Default;
Acceleration.
(a) Any
of the following shall constitute an “Event of Default” under
this Note:
(i) the
failure by Maker to pay any amounts required to be paid under this Note on
or before the tenth day following the date on which Maker receives written
notice from Payee which notice shall specify a failure by Maker to make a
payment due under this Note when such payment was previously
due;
(ii) Maker
shall -
(A) apply
for or consent to the appointment of a receiver or trustee of Maker's
assets,
(B) make
a general assignment for the benefit of creditors,
(C) file
a petition or other request no matter how denominated (“Petition”) seeking relief
under Title 11 of the United States Code or under any other federal or
state bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute (“Bankruptcy Statute”),
or
(D) file
an answer admitting the material allegations of a petition filed against
Maker in any proceeding under any Bankruptcy Statute;
(iii) there
shall have entered against Maker an order for relief under any Bankruptcy
Statute; or
(iv) a
petition seeking an order for relief under any Bankruptcy Statute is filed
by any one other than Maker and without Maker's consent or agreement which
is not dismissed or stayed within 60 days after the date of such filing, or
such petition is not dismissed upon the expiration of any stay
thereof.
(b) Upon
the occurrence of an Event of Default, the unpaid principal amount
evidenced by this Note (and any accrued but unpaid interest thereon) shall
be immediately due and payable.
(c) Until
the occurrence of an event of Default, the principal amount evidenced by
this Note shall bear interest at the Applicable Interest Rate. Upon
the effectiveness of an Event of Default, any unpaid principal amount under this
Note and any accrued but unpaid interest through the date of effectiveness
of such event of Default shall bear interest until paid at the Default
Interest Rate.
4. Assignment. This
Note is not assignable by Maker or Payee, and any purported assignment of
this Note shall be null and void and of no effect.
5. Governing Law;
Jurisdiction. This Note and all rights and obligations
hereunder shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and be performed wholly
within such State, without regard to such State's conflicts of laws
principles. By accepting this Note, Payee shall be deemed to agree
that the state or federal courts having jurisdiction for Nassau and Suffolk
County, New York shall have exclusive jurisdiction in connection with any
dispute arising under this Note.
6. Notices. All
requests, demands, notices and other communications required or otherwise
given under this Agreement shall be sufficiently given if (a) delivered by
hand, against written receipt therefor, (b) forwarded by overnight courier
requiring acknowledgment of receipt or (c) mailed by postage prepaid,
registered or certified mail, return receipt requested, addressed, in the
case of clauses (b) or (c) of this Section 6, as follows:
|
If
to Maker, to:
|
Tim
J.E. Bowen, Chief Executive Officer
|
Clenergen Corporation
5379 Lyons Road, Suite
301
Coconut Creek, Florida
33073
|
with
a copy to:
|
Dennis
C. O’Rourke, Esq.
|
Moritt Hock Hamroff & Horowitz
LLP
400 Garden City Plaza
Garden City, New York
11530
|
If
to Payee, to:
|
Rootchange
Limited
|
Bath House
8 Chapel Place
London EC2A 3DQ, England
or, in
the case of any of the parties hereto, at such other address as such party
shall have furnished in writing, in accordance with this Section 6, to the
other parties hereto. Each such request, demand, notice or
other communication shall be deemed given (x) on the date of delivery by
hand, (y) on the first business day following the date of delivery to an
overnight courier or (z) three business days following mailing by
registered or certified mail.
IN WITNESS WHEREOF, this Note
has been duly executed and delivered as of the date first above
written.
| Clenergen Corporation | |||
|
|
By:
|
/s/ Tim J.E. Bowen | |
| Tim J.E. Bowen | |||
|
Chief
Executive Officer
|
|||