Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Specialized Services, Inc. | v206716_8k.htm |
| EX-10.3 - EX-10.3 - Specialized Services, Inc. | v206716_ex10-3.htm |
10.4 Promissory
Note between the Registrant and Exergetic Energy, Inc.
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
THIS NOTE MAY NOT BE
TRANSFERRED UNLESS SO REGISTERED AND QUALIFIED UNDER ALL APPLICABLE SECURITIES
LAWS, OR UNLESS THE HOLDER DEMONSTRATES TO THE ISSUER’S SATISFACTION THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
PROMISSORY
NOTE
|
$185,250
|
January
16, 2010
|
1. Obligation to Repay Principal Amount
and Interest. For value received, Exergetic Energy, Inc., a
Michigan Corporation (the “Company”), hereby promises to pay to Specialized
Services, Inc and Selling Shareholders (the “Payee”), on the Maturity Date
referred to below, the maximum principal sum (the “Maximum Principal Amount”) of
ONE HUNDRED EIGHTY FIVE
THOUSAND TWO HUNDRED FIFTY DOLLARS ($185,250), together with
interest from the date hereof on the unpaid principal amount (as defined below),
from time to time outstanding, at a rate per annum of TWO percent above the
Prime Rate as published
in the Wall Street Journal, simple interest.
2.
Shareholder Debt Assumption. The
Company will assume 100% of the shareholder’s signature debt as delineated by
the completion of the accountant review of SSI’s financials.
3. Signature
Debt Re-Payment Timing. The Company will retire the shareholder signature
debt with the first round of funding in order to ensure that this obligation
will be addressed as the first order of business.
4.
Escrow. The
Company will establish an escrow account for the payment of the monthly debt
service of the shareholder’s signature debt until such time that the debt is
retired.
5.
Prepayment. The Company will have the right to prepay all or
any portion of the unpaid Principal Amount and any accrued but unpaid interest
thereon at any time or from time to time prior to the conversion hereof, without
premium or penalty. Any prepayments hereunder shall be applied as designated by
the Company, or, in the absence of such designation, to accrued interest
first.
6. Maturity. At the
Payee’s option, the entire unpaid portion of the Principal Amount of
indebtedness represented by this Note will become due and payable immediately
upon written notice given by the Payee to the Company following any of the
following, with the date of receipt of notice of such event being referred to as
the “Maturity Date”;(i) Exergetic Energy, Inc. becoming a OTCBB trading
company. In the event Exergetic Energy, Inc. fails to become listed
on the OTCBB within the 12 month period ending January 16, 2011 all shares
issued to Exergetic Energy shall revert back to SSI.
7.
Conversion. At
any time on or prior to the Maturity Date, all of the unpaid Principal Amount
and any interest owed with respect thereto shall be paid to PAYEES in US
dollars.
8. Transferability. This
Note and the shares of Common Stock purchasable upon exercise of the provisions
set forth in Section 4 have not been registered under the Securities Act of
1933, as amended (the “Act”), or under any state securities laws (the Act and
such state laws being hereinafter sometimes referred to as the “Securities
Laws”), and shall not be transferable except in compliance with such Securities
Laws. Any purchaser of this Note or the shares of Common Stock purchasable upon
the exercise of such conversion provisions of this Note will be deemed, by the
acceptance of the transfer of such Note or shares, to represent that such
purchaser (a) is acquiring such Note or shares for such purchaser’s own account,
or for one or more fiduciary accounts as to which such purchaser has sole
investment discretion, for investment, and not with a view to reselling,
splitting, sharing or otherwise participating in a distribution thereof in
violation of any Securities Laws, (b) understands that the effect of such
representation is that such Note and shares must be held indefinitely unless
subsequently registered under the applicable Securities Laws or an exemption
from such registration is available at the time of any proposed sale or other
transfer thereof, (c) understands that the Company is under no obligation to
register such Note or shares for resale, and (d) is fully familiar with the
circumstances under which such purchaser is required to hold such Note or shares
and the limitations upon the transfer or other disposition thereof. The Payee,
by acceptance hereof, agrees that each certificate for Common Stock initially
issued upon the exercise of such conversion rights shall be imprinted with a
legend in substantially the following form:
“The
shares represented hereby have not been registered under the Securities Act of
1933, as amended (the “Act”), or under any
state securities laws. Such securities may not be sold or transferred except
pursuant to an effective registration statement under the Act and any applicable
state securities laws or an opinion of counsel satisfactory to the Company that
such registration is not required.”
9. Payee
Representations. By accepting this Note, Payee will be deemed
to have represented, warranted and agreed to and with the Company the
following:
(a)
The Payee understands that the Company, in issuing this is and
will be relying upon, among other things, the representations of Payee contained
in this Note.
(b) The
Payee is acquiring this Note for its own account, for investment, and not with a
view to, or for resale in connection with, any distribution thereof within the
meaning of the Act.
(c) Payee
has made its own investment decision concerning this Note. Payee has
not received and has not and will not rely on, any representations, opinions or
recommendations from the Company, or any of its representatives, concerning the
investment by Payee in this Note.
(d)
Payee has received copies of, and reviewed, all documents and
information which it requested relating to the Company. Payee has had
the opportunity to ask questions of, and receive answers from, the Company’s
officers and other representatives, and Payee is satisfied with responses to all
such questions.
10. Waiver of Presentment,
Etc. The Company hereby waives presentment, notice, protest,
and all other demands and notices.
11. No Other
Waivers. The failure of the Payee to exercise any of its
rights, remedies, powers, or privileges hereunder in any instance will not
constitute a waiver thereof.
12. Assignment. Neither
this Note nor any rights or obligations hereunder shall be assignable or
transferable by the Company or the Payee without the written consent of the
other.
13. GOVERNING LAW. THIS
NOTE WILL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF MICHIGAN (WITHOUT REFERENCE TO PRINCIPLES OF
CHOICE OF LAW).
IN
WITNESS WHEREOF, the Company has executed and delivered this Note as of the date
first above written.
|
By:
|
/s/Clarence B.
McCollum
|
Clarence
B. McCollum,
Chairman
, Exergetic Energy, Inc.
|
Concur:
|
By:
|
/s/ David Joseph
|
|
David
E. Joseph
|
||
|
Chairman,
Specialized Services,
Inc.
|
||
ADDENDUM
TO PROMISSORY NOTE DATED JANUARY 16, 2010
BETWEEN
EXERGETIC ENERGY, INC. AND SPECIALIZED SERVICES, INC.
THIS
ADDDENDUM IS DATED AND EFFECTIVE DECEMBER 10, 2010 AND INCOROPORATES CHANGES
TO:
ITEM
5. PREPAYMENT
EXERGETIC
ENERGY, INC. will make an additional prepayment of $21,000.00 to the SSI selling
shareholders prior to January 31, 2011. FAILURE TO MAKE PAYMENT BY
JANUARY 31, 2011 WILL RESULT IN THE TERMINATION OF THE MERGER AGREEMENT AND ALL
SHARES ISSUED WILL REVERT BACK TO SSI.
ITEM 6.
MATURITY
6. Maturity. At the
Payee’s option, the entire unpaid portion of the Principal Amount of
indebtedness represented by this Note will become due and payable immediately
upon written notice given by the Payee to the Company following any of the
following, with the date of receipt of notice of such event being referred to as
the “Maturity Date”;(i) Exergetic Energy, Inc. becoming a OTCBB trading
company. In the event Exergetic Energy, Inc. fails to become listed
on the OTCBB, or the unpaid balance is paid in full, by the period ending MARCH
31, 2011 all shares issued to Exergetic Energy shall revert back to
SSI.
|
By:
|
/s/Clarence B.
McCollum
|
Clarence
B. McCollum,
Chairman
, Exergetic Energy, Inc.
|
Concur:
|
By:
|
/s/ David Joseph
|
|
David
E. Joseph
|
||
|
Chairman,
Specialized Services,
Inc.
|
||