Attached files
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filename |
| 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-99.2 - 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 |
| EX-99.1 - CONVERTIBLE PROMISSORY NOTE ISSUED FOR $1,850,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-1.txt |
June 28, 2011
Amerilithium Corp.
Re: Document A-06282011 and B&C-06282011a-j:
By entering into this transaction, you agree to take responsibility and
accountability for the conversion terms of the agreements, and to honor
the conversion terms as set forth in the agreements.
1. The Company understands and agrees that with regard to all
documents Secured & Collateralized Promissory Note C-06282011a-j, any
payments that may be made prior to maturity are on a best efforts basis
by JMJ, and that JMJ does not guarantee that it will make any payments
prior to maturity. Any payments by JMJ prior to maturity are solely at
JMJ's election.
2. Regarding DWAC electronic transfer of shares:
If the Company is currently not able to electronically transfer shares
via DWAC, you agree to apply for DWAC electronic transfer within 5
business days of execution of this agreement (at your own expense).
You agree that as long as the Company is not able to electronically
DWAC shares, that JMJ Financial may, at its election, indefinitely
stall or cancel (without penalty or liability) any payments described
in the Funding Schedule. Even in the event that JMJ elects to stall any
payments, the Company must progress with the registration statement for
all payments as set forth in the Funding Schedule (past payments and
potential future payments).
In reference to delivery of conversion shares for Document A-06282011
and B -06282011a-j, all reference to two day delivery of conversion
shares is changed to three days.
Documents B&C-06282011a-b may not be cancelled by Borrower. If Holder
elects to execute and make effective Documents B&C-06282011c-j in the
future, the Borrower may cancel that agreement (without penalty) within
three days of Holder's execution. Once executed and accepted by both
parties and three days has passed, cancellation is not permitted.
Miscellaneous Representations and Warranties:
(a) No Conflicts. The execution, delivery and performance by the
Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the
consummation by it of the transactions contemplated hereby and thereby
do not and will not: (i) conflict with or violate any provision of the
Company's or any Subsidiary's certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of
any Lien upon any of the properties or assets of the Company or any
Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by
2
which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) conflict with or result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws
and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected.
(b) Registration Rights. Other than the Holder, no other party has
any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company or any Subsidiaries.
(c) No Inconsistent Agreements. Neither the Company nor any of its
Subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its Subsidiaries, on or after the date of this Agreement,
enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holder in this
Agreement or otherwise conflicts with the provisions hereof.
(d) No Piggyback on Registrations; Prohibition on Filing Other
Registration Statements. Neither the Company nor any of its security
holders (other than the Holder in such capacity pursuant hereto) may
include securities of the Company in any registration statements other
than the shares described in the Registration Rights Agreement. The
Company shall not file any other registration statements until all
shares described herein are registered pursuant to a registration
statement that is declared effective, provided that this Section 3(d)
shall not prohibit the Company from filing amendments to registration
statements filed prior to the date of this Agreement.
BORROWER[S]:
/s/Matthew Worrall
-----------------------------
Matthew Worrall
President & CEO
Amerilithium Corp.
LENDER/HOLDER:
By: /s/Justin Keener
------------------------------
Justin Keener
JMJ Financial / Its Principal
