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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-99.6 - 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 |
SECURED & COLLATERALIZED PROMISSORY NOTE
$500,000 PLUS INTEREST DUE & PAYABLE
DOCUMENT C-06282011a
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. 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, JMJ
Financial (the "Borrower," or "Writer"), hereby promises to pay to the
Lender ("Lender" or " Holder"), as defined below, the Principal Sum, as
defined below, along with the Interest Rate, as defined below,
according to the terms herein.
The "Holder" shall be: Amerilithium Corp.
The "Principal Sum" shall be: $500,000 (five hundred thousand US
Dollars); Subject to the following:
accrued, unpaid interest shall be
added to the Principal Sum.
The "Consideration" shall be: $500,000 (five hundred thousand US
dollars) in the form of this $500,000
Secured & Collateralized Promissory
Note as memorialized and evidenced by
the attached Exhibit A Collateral and
Security Agreement.
The "Interest Rate" shall be: 8.65% 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 prepaid prior to
maturity date.
The "Recourse" terms shall be: This is a full recourse Note such
that, for example, if the Writer
defaults on the payment of this Note,
forcing the Holder to foreclose on the
security/collateral and there is a
deficiency between (1) the outstanding
principal and interest amount and (2)
the foreclosure liquidation amount;
then the Holder has the right to
pursue additional claims against the
Writer for that deficiency.
The "Collateral" or "Security"
shall be: <<>> as memorialized and
evidenced by the attached Exhibit A
Collateral and Security Agreement.
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: Three years from the Effective Date,
as defined below on the signature
page.
2
The "Prepayment Terms" shall be: Prepayment is permitted at any time by
payment in the form of any of the
following: (1) cash, or (2) other
negotiated form of payment mutually
agreed to in writing, or (3) by
surrender of the Convertible
Promissory Note Document B-06282011a,
or (4) by surrender of the Collateral
or Security with which this Promissory
Note is secured.
ARTICLE 1 PAYMENT-RELATED PROVISIONS
1.1 Loan Payment Schedule. While no principal or interest
payments are required until the Maturity Date, unless otherwise
adjusted by Writer with written notice to Holder, or unless otherwise
prepaid as set forth above whereby prepayment is permitted at any time
by payment of cash, or other mutually agreed and negotiated payment, or
by surrender of the Convertible Promissory Note Document B-06282011a,
or by surrender of the Collateral or Security related hereto; provided
that all conversions are honored as set forth under Convertible
Promissory Note Document B-06282011a and provided that Rule 144 is
available to remove the restrictive legend from those shares obtained
in those conversions and such that the shares effectively become
immediately freely tradable, Writer will plan to make payments in total
monthly amounts of $150,000 beginning 210 days from the execution of
this agreement. Writer reserves the right to (1) make payments prior
to 210 days from the execution of this agreement, and (2) to make
payments in monthly amounts in excess of $150,000, and (3) to adjust
this payment schedule and payment amounts with written notice to
Holder. Please note: The $150,000 figure is based on recent liquidity,
and is subject to change based on change in liquidity.
1.2 Interest Rate. Interest payable on this Note will accrue
interest at the Interest Rate and shall be applied to the Principal
Sum.
1.3 Application of Payment. Unless otherwise specified in
writing by Writer, all payments made on this Note will be first applied
to the Principal Sum.
ARTICLE 2 MISCELLANEOUS
2.1. Notices. Any notice required or permitted hereunder must be
in writing and be 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.
2.2. 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.
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2.3. Assignability. This Note will be binding upon the Writer 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 only with written consent by Writer.
2.4. Governing Law. This Agreement 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.
2.5. 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 Writer.
2.6. 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
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.
2.7. 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 Writer and Holder.
2.8. Transfer, Pledge, Sale, Collateral, Offer. Holder may not
transfer, pledge, sell, use as collateral, offer, or hypothecate this
Note to any third party without written approval from Writer.
2.9. Effective Date. This Note will become effective only upon
occurrence of the two following events: Execution by both parties,
delivery of Document B-06282011a by the Writer.
HOLDER:
/s/Matthew Worrall
----------------------------
Matthew Worrall
President & CEO
Amerilithium Corp.
WRITER:
/s/Justin Keener EFFECTIVE DATE AS EXECUTED BY WRITER
---------------------------
JMJ Financial / Its Principal ----------------------------------
NOTARY FOR SIGNATURE BY WRITER:
4
EXHIBIT A
COLLATERAL & SECURITY AGREEMENT
1. Security Interest. Writer hereby grants to Holder a security
interest in the following described property ("Security" or
"Collateral" or "Security Interest"):
<<>>
This Collateral and security interest will secure the payment and
performance of the Writer's Secured & Collateralized Promissory Note
Document C-06282011a in the amount of $500,000 (five hundred thousand
US Dollars).
2. Warranties and Covenants of Writer. Writer makes the following
warranties and covenants to Holder:
(A) Writer is the sole owner of the Collateral free from any lien,
security interest, or encumbrance, and Writer will defend the
Collateral against all claims and demands of all parties at any time
claiming interest therein.
(B) This Collateral has not been pledged, assigned, or hypothecated for
any other purpose, and no financing statement is on file in any local,
state, or federal institution, bureau, government, or public office.
(C) While the principal and interest balance of the Secured &
Collateralized Promissory Note Document C-06282011a remains
outstanding, Writer will not transfer, sell, offer to sell, assign,
pledge, liquidate, spend, or otherwise transfer to any party an amount
of the Collateral equal to or greater than the outstanding balance of
the Secured & Collateralized Promissory Note Document C-06282011a.
(D) Writer will pay promptly when due all taxes, expenses, and
assessments upon the Collateral.
3. Perfection. Holder has the right, upon its election, to perfect
the Collateral and security and this Collateral and Security Agreement
by filing a financing statement or like instrument with its proper
local, state, or federal institution, bureau, government, or public
office. Holder is encouraged to perfect this instrument, and Writer
will reasonably assist in Holder's doing so.
4. Remedies Upon Default. In the event of Writer's default on the
Secured & Collateralized Promissory Note Document C-06282011a, Holder
may declare all obligations secured hereby immediately due and payable
and shall have the remedies of a secured party, including without
limitation the right to take immediate and exclusive possession of the
Collateral or any part thereof, or to obtain a court order to do so;
and the Writer must surrender the security and Collateral to the Holder
within 5 (five) business days of receiving written notice that Holder
is taking possession of the Collateral as remedy of default.
5. Normal Course of Business. Provided that no default has
occurred on the Secured & Collateralized Promissory Note Document C-
06282011a, Writer will use and possess the Collateral in the normal
course of business. Further, Writer may liquidate, transfer, or
exchange the Collateral into another viable investment vehicle with
equal or greater value, including but not limited to bonds, money
5
market funds, mutual funds, other stocks, or private placement
convertible promissory notes or other investment vehicles. However,
any liquidation, transfer, or exchange into another viable investment
vehicle will not affect Holder's security, rights, or claims to the
underlying Collateral. At any time upon Holder's request, Writer will
promptly provide update on the investment vehicle placement of this
Collateral.
6. Termination of Security. At the time of prepayment or payoff
of the Secured & Collateralized Promissory Note Document C-06282011a to
Holder by Writer, Holder's security interest in this Collateral shall
automatically terminate. In the event that the Collateral and security
interest were perfected by Holder as set forth in Section 3, upon
termination of security as set forth in this section 6, the Holder will
withdraw any and all perfection instruments on the collateral and
security within 5 (five) business days.
7. Governing Law. This Agreement 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.
8. No Public Announcement. No public announcement may be made
regarding this Collateral & Security Agreement without written
permission by both Writer and Holder. In the event that any securities
law requires this document to be filed publicly, all information
regarding description of the Collateral that is considered personal
financial information shall be struck out with <<>> and
listed as follows:
- $500,000 worth of <<>> money market fund
(or similar equivalent), or
- $500,000 worth of any other assets
9. Effective Date. This agreement will become effective as set
forth in Section 2.9 of Secured & Collateralized Promissory Note
Document C-06282011a.
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HOLDER:
/s/Matthew Worrall
----------------------------
Matthew Worrall
President & CEO
Amerilithium Corp.
WRITER:
By: /s/Justin Keener
-----------------------------
Justin Keener
JMJ Financial / Its Principal
EFFECTIVE DATE AS EXECUTED BY WRITER: ________________________
NOTARY FOR SIGNATURE BY WRITER