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| 8-K - FORM 8-K DATED JUNE 29, 2011, ITEM 1.01, 2.03, 3.02, 7.01, 9.01 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911.txt |
| EX-99.3 - LETTER AGREEMENT DATED JUNE 29, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-3.txt |
| EX-99.2 - CONVERTIBLE PROMISSORY NOTE ISSUED FOR $540,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-2.txt |
| EX-99.5 - SECURED & COLLATERIALIZE PROMISSORY NOTE FOR $540,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-5.txt |
| EX-99.6 - PRESS RELEASE DATED JULY 6, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-6.txt |
| EX-99.4 - ADDITIONAL DEFAULT PROVISIONS DATED JUNE 29, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-4.txt |
CONVERTIBLE PROMISSORY NOTE
$1,850,000 PLUS INTEREST DUE & PAYABLE
DOCUMENT A-06282011
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE
AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR
PROVISION.
FOR VALUE RECEIVED, on the Effective Date, as defined below on the
signature page, Amerilithium Corp. as Obligor ("Borrower," or
"Obligor"), hereby promises to pay to the Lender ("Lender" or "
Holder"), as defined below on the signature page, the Principal Sum, as
defined below, along with the Interest Rate, as defined below,
according to the terms herein.
The "Lender" shall be: JMJ Financial / Its Principal, or Its
Assignees
The "Principal Sum" shall be: $1,850,000 (one million eight hundred
fifty thousand) US Dollars) Subject to
the following: accrued, unpaid interest
shall be added to the Principal Sum.
The "Original Issue Discount"
shall be: $150,000 (one hundred fifty thousand US
dollars)
The "Consideration" shall be: $1,700,000 (one million seven hundred
thousand US dollars) in the form of cash
payment by wire or check as set forth in
the attached funding schedule.
The "Interest Rate" shall be: 8% one-time interest charge on the
Principal Sum. No interest or
principal payments are required until
the Maturity Date, but both principal
and interest may be included in
conversion prior to maturity date.
The "Conversion Price" shall
be the following price: As applied to the Conversion Formula set
forth in 2.2, 80% (eighty percent) of
the lowest trade price in the 25 trading
days previous to the conversion; as
applies to Amerilithium Corp. voting
common stock.
The "Maturity Date" is the
date upon which the Principal
Sum of this Note, as well as
any unpaid interest shall be
due and payable, and that date
shall be: June 28, 2014
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Registration Rights shall be: Registration of the common shares
underlying this note which this note is
convertible into is mandatory, as set
forth in the corresponding Registration
Rights Agreement.
The "Prepayment Terms" shall
be: Prepayment is not permitted.
ARTICLE 1 PAYMENT-RELATED PROVISIONS
1.1 Interest Rate. Subject to the Holder's right to convert,
interest payable on this Note will accrue interest at the Interest Rate
and shall be applied to the Principal Sum.
1.2 Payable on Demand. In the event of any default, this Note is
irrevocably payable on demand at the Holder's election.
ARTICLE 2 CONVERSION RIGHTS
The Holder will have the right to convert the Principal Sum and
accrued interest under this Note into Shares of the Borrower's Common
Stock as set forth below.
2.1 Conversion Rights and Cashless Exercise. Subject to the terms
set forth in Section 2.7, the Holder will have the right at its
election from and after the Effective Date, and then at any time, to
convert all or part of the outstanding and unpaid Principal Sum and
accrued interest into shares of fully paid and nonassessable shares of
common stock of Amerilithium Corp.(as such stock exists on the date of
issuance of this Note, or any shares of capital stock of Amerilithium
Corp. into which such stock is hereafter changed or reclassified, the
"Common Stock") as per the Conversion Formula set forth in Section 2.2.
Any such conversion shall be cashless, and shall not require further
payment from Holder. Unless otherwise agreed in writing by both the
Borrower and the Holder, at no time will the Holder convert any amount
of the Note into common stock that would result in the Holder owning
more than 4.99% of the common stock outstanding of Amerilithium Corp.
Shares from any such conversion will be delivered to Holder by 2:30pm
EST within 2 (two) business days of conversion notice delivery (see
3.1) by "DWAC/FAST" electronic transfer (see "Share Delivery"
attachment).
2.2. Conversion Formula. The number of shares issued through
conversion is the conversion amount divided by the conversion price, as
illustrated below. The Holder and the Borrower shall maintain records
showing the principal amount(s) converted and the date of such
conversion(s). The Borrower may deliver an objection to any Notice of
Conversion within 24 (twenty-four) hours of delivery of such Notice of
Conversion and the Borrower shall have been thereafter deemed to have
confirmed and ratified such Notice of Conversion and waive any
objection thereto. The Company acknowledges and agrees that, absent a
duly delivered objection notice as required above, the Holder shall
materially rely on the confirmation and ratification of the conversion
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price and, notwithstanding subsequent information to the contrary that
such computation was made in error, such deemed conversion price shall
thereafter be the conversion price for purposes of such conversion.
# Shares = Conversion Amount
-----------------
Conversion Price
2.3. This section 2.3 intentionally left blank.
2.4. This section 2.4 intentionally left blank.
2.5 Reservation of Shares. As of the issuance date of this Note
and for the remaining period during which the conversion right exists,
the Borrower will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of Common
Stock upon the full conversion of this Note. The Borrower represents
that upon issuance, such shares will be duly and validly issued, fully
paid and non-assessable. The Borrower agrees that its issuance of this
Note constitutes full authority to its officers, agents and transfer
agents who are charged with the duty of executing and issuing stock
certificates to execute and issue the necessary certificates for shares
of Common Stock upon the conversion of this Note.
2.6. Delivery of Conversion Shares. Shares from any such
conversion will be delivered to Holder by 2:30pm EST within 2 (two)
business days of conversion notice delivery (see 3.1) by "DWAC/FAST"
electronic transfer (see "Share Delivery" attachment). If those shares
are not delivered in accordance with this timeframe stated in this
Section 2.6, at any time for any reason prior to offering those shares
for sale in a private transaction or in the public market through its
broker, Holder may rescind that particular conversion to have the
conversion amount returned to the note balance with the conversion
shares returned to the Borrower. The Company will make its best efforts
to deliver shares to Holder same day / next day.
2.6.1. Conversion Delay Penalties. Holder may assess
penalties or liquidated damages (both referred to herein as
"penalties") as follows.
2.6.1.A. For each conversion, Borrower agrees to deliver
share issuance instructions to its transfer agent same day
or next day. In the event that the share issuance
instructions are not delivered to the Borrower's transfer
agent by the next day, a penalty of $2,000 per day will be
assessed for each day until share issuance instructions are
delivered to the transfer agent ($2,000 per day inclusive
of the day of the conversion); and such penalty will be
added to the principal balance of the Note (under Holder
and Borrower's expectation that any penalty amounts will
tack back to the original date of the note).
2.6.1.B. For each conversion, in the event that shares are
not delivered by the third business day (inclusive of the
day of the conversion), a penalty of $2,000 per day will be
assessed for each day after the third business day
(inclusive of the day of the conversion) until share
delivery is made; and such penalty will be added to the
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principal balance of the Note (under Holder and Borrower's
expectation that any penalty amounts will tack back to the
original date of the note). Borrower will not be subjected
to any penalties once its transfer agent processes the
shares to the DWAC system.
2.7. This section 2.7 intentionally left blank.
ARTICLE 3 MISCELLANEOUS
3.1. Notices. Any notice required or permitted hereunder must be
in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed
effectively delivered at the time of transmission if by facsimile or
email, and if by overnight courier the business day after such notice
is deposited with the courier service for delivery.
3.2. Amendment Provision. The term "Note" and all reference
thereto, as used throughout this instrument, means this instrument as
originally executed, or if later amended or supplemented, then as so
amended or supplemented.
3.3. Assignability. This Note will be binding upon the Borrower
and its successors and permitted assigns, and will inure to the benefit
of the Holder and its successors and permitted assigns, and may be
assigned by the Holder.
3.4. Governing Law. This Note will be governed by, and construed
and enforced in accordance, with the laws of the State of Florida,
without regard to the conflict of laws principles thereof. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state
courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such
courts.
3.5. Delivery of Process By Holder To Borrower. In the event of
any action or proceeding by Holder against Borrower, and only by Holder
against Borrower, service of copies of summons and/or complaint and/or
any other process which may be served in any such action or proceeding
may be made by Holder via U.S. Mail, overnight delivery service such as
FedEx or UPS, email, fax, or process server, or by mailing or otherwise
delivering a copy of such process to the Borrower at its last known
address or to its last known attorney as set forth in its most recent
SEC filing.
3.6. Maximum Payments. Nothing contained herein may be deemed to
establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that
the rate of interest required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of
such maximum will be credited against amounts owed by the Borrower to
the Holder and thus refunded to the Borrower.
3.7. Attorney Fees. In the event any attorney is employed by
either party to this Note with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the
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enforcement of this Note or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions
of this Note, the prevailing party in such proceeding will be entitled
to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which
the prevailing party may be entitled.
3.8. No Public Announcement. Except as required by securities
law, no public announcement may be made regarding this Note, payments,
or conversions without written permission by both Borrower and Holder.
3.9. Opinion of Counsel. In the event that an opinion of counsel
is needed for any matter related to this Note, Holder has the right to
have any such opinion provided by its counsel. Holder also has the
right to have any such opinion provided by Borrower's counsel.
3.10. Director's Resolution. Once effective, Borrower will
execute and deliver to Holder a copy of a Board of Director's
resolution resolving that this note is validly issued, paid, and
effective.
3.11. No Shorting. Holder agrees that so long as any Notes from
Borrower to Holder remain outstanding, Holder will not enter into or
effect any "short sales" of the common stock or hedging transaction
which establishes a net short position with respect to the common stock
of Amerilithium Corp. Borrower acknowledges and agrees that upon
submission of conversion notice as set forth in Section 3.1 (up to the
amount of cash paid in under the Notes), Holder immediately owns the
common shares described in the conversion notice and any sale of those
shares issuable under such conversion notice would not be considered
short sales.
3.12. Effective Date. This Note will become effective only upon
occurrence of the two following events: execution by both parties, and
delivery of the first valid payment by the Lender.
Agreed, this 28th day of June, 2011.
BORROWER[S]:
/s/Matthew Worrall
-----------------------------
Matthew Worrall
President & CEO
Amerilithium Corp.
LENDER/HOLDER:
-----------------------------
JMJ Financial / Its Principal
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FUNDING SCHEDULE
- $370,000 paid to Borrower within 3 business days of execution
and closing of this agreement, and $60,000 paid to Borrower's counsel
(Thomas Rose, Esq., of Sichenzia Ross Friedman Ference LLP).
- $70,000 paid to Borrower within 10 business days of filing of
an S-1 registration statement, and that registration statement must be
filed no later than 21 days from the date of this agreement.
- $400,000 paid to Borrower within 10 business days of notice of
effective registration statement, and that registration statement must
be effective no later than 120 days from the date of this agreement.
- $200,000 paid to Borrower within 120 business days of notice of
effective registration statement.
- $300,000 paid to Borrower within 150 business days of notice of
effective registration statement.
- $300,000 paid to Borrower within 180 business days of notice of
effective registration statement.
Conditions to Funding Each Payment:
The funding of each payment is subject to the following conditions,
such that if the Borrower does not meet the conditions set forth
below, Holder may elect not to make payment. However, Holder may
elect to make any payment at any time even if the Borrower is not
eligible for payment according to these conditions. In the event
that the Holder elects not to make any payment as set forth above,
Borrower's principal amount will be limited to the amounts paid in,
plus any applicable original issue discount, interest,
penalties/liquidated damages, or fees.
- At the time of each payment interval, the Conversion Price
calculation on Borrower's common stock must yield a Conversion Price
equal to or greater than $0.1665 per share (based on the Conversion
Price calculation, regardless of whether a conversion is actually
completed or not).
- At the time of each payment interval, there must be an
adequate number of shares remaining in the registration statement to
cover any unconverted amounts previously paid in, as well as the
payment being contemplated (based on the current Conversion Price
calculation, among other factors).
- At the time of each payment interval, the total dollar
trading volume of Borrower's common stock for the previous 23
trading days must be equal to or greater than $1,000,000 (one
million). The total dollar volume will be calculated by removing
the three highest dollar volume days and summing the dollar volume
for the remaining 20 trading days. Holder agrees to waive this
condition on and only on the first ($430,000) and second ($70,000)
payments as set forth above.
- At the time of each payment interval, there shall not exist
an event of default as described within any of the agreements
between Borrower and Holder.
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REGISTRATION RIGHTS AGREEMENT
Amerilithium Corp. (the "Company" or "Borrower"), agrees to provide JMJ
Financial (the "Holder" or "Investor") the following registration
rights with respect to Convertible Promissory Note Document A-06282011
(the "Note").
1. Inducement to Enter Into Transactions. To induce JMJ Financial
to enter into and fund the Note, the Borrower has agreed to provide
registration rights for common shares underlying that note. The
Borrower agrees and acknowledges that registration rights are a
material inducement for the Holder to enter into this transaction, and
that the Holder would not have entered into the transaction if
registration of the underlying shares was not provided.
2. Mandatory Registration. No later than 21 days from the date of
this agreement (the "Registration Date"), the Borrower agrees to file
an S-1 Registration Statement with the SEC at its own expense to
register 15,000,000 shares of common stock underlying the note, as set
forth below. The Borrower will thereafter use its best efforts to
cause such Registration Statement to become effective as soon as
possible after such filing but in no event later than one hundred and
twenty (120) days from the date of this agreement. Failure to file the
Registration Statement within 21 days of the date of this agreement
will result in a penalty/liquidated damages of $50,000. Failure to
have the Registration Statement declared effective within 120 days from
the date of this agreement will result in a penalty/liquidated damages
of $75,000. Any such penalties/liquidated damages will be added to the
balance of the Note (under Holder and Borrower's expectation that those
penalties/liquidated damages will tack back to the date of the Note for
purposes of Rule 144).
Convertible Promissory Note A-06282011 - 15,000,000 shares
Total Note - $1,850,000 plus fees and interest
Total Shares to Be Registered - 15,000,000
3. Correspondence and Information. Within two days of
distribution or receipt of any information or correspondence between
the Borrower and the SEC, the Borrower shall furnish to Holder copies
of all correspondence as related to the registration statement.
4. Assignment of Registration Rights. The rights under this
Agreement shall be automatically assignable by the Holder to any
transferee of all or any portion of the note or underlying registered
shares.
5. No Filing of Other Registration Statements and No Piggy-back
Registrations. Unless otherwise approved by Holder in Writing, the
Borrower shall not file any other registration statements (except for
S-8 registration) until the registration statement described herein is
declared effective by the SEC; and the Borrower will not include in
this registration statement any securities other than those described
herein.
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6. Governing Law. This Note will be governed by, and construed and
enforced in accordance, with the laws of the State of Florida, without
regard to the conflict of laws principles thereof. Any action brought
by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state
courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such
courts.
Agreed, this 28th day of June, 2011.
BORROWER[S]:
/s/Matthew Worrall
----------------------------
Matthew Worrall
President & CEO
Amerilithium Corp.
LENDER/HOLDER:
By: /s/Justin Keener
-----------------------------
Justin Keener
JMJ Financial / Its Principal
