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This Note has been acquired pursuant to an investment representation by the
holder and shall not be sold, pledged, hypothecated or donated, or otherwise
transferred except upon the issuance to Company of a favorable opinion by its
counsel and the submission to the company of other evidence satisfactory to and
as required by counsel to the company; that any such transfer will not violate
the Securities Act of 1933, as amended, and applicable state securities laws.
HINTO ENERGY, INC.
A Wyoming Corporation
SECURED
COMMERCIAL PROMISSORY NOTE
(Convertible to Common Stock)
$500,000.00 DATE: DECEMBER 16, 2011
FOR VALUE RECEIVED, the undersigned, HINTO ENERGY, INC., a Wyoming
corporation (hereinafter "Maker"), promises to pay to MICROALLOYED STEEL
INSTITUTE, INC., a Texas corporation (Holder) at such place as the Holder may
designate in writing, the principal sum of FIVE HUNDRED THOUSAND AND NO/100
($500,000.00), together with interest at 10% per annum thereon, payable
quarterly in arrears, due three (3) years from the date hereof.
Holder shall have the right to convert the outstanding balance of this
Secured Commercial Promissory Note, including accrued interest into shares of
the Maker's common stock as set forth in "Conversion for Common Stock"
hereafter.
This Secured Commercial Promissory Note is secured by the South Uintah
Gas Properties, Inc. ("Pledgor's") property as described in and pursuant to the
terms of the Security Agreement, attached hereto, as EXHIBIT A.
In event Maker shall (i) default in the performance of any of the
obligations, covenants or agreements legally imposed by the terms of this Note,
or (ii) apply for or consent in writing to the appointment of a receiver,
trustee, or liquidator of Maker or (iii) file a voluntary petition in
bankruptcy, or admit in writing Maker's inability to pay Maker's debts as they
come due, or (iv) make general assignments for the benefit of creditors, or (v)
file a petition or answer seeking reorganization or rearrangement with creditors
or taking advantage of any insolvency law, or (vi) file an answer admitting the
material allegations of a petition filed against Maker in any bankruptcy,
reorganization, insolvency or similar proceedings, at the option of the Holder,
the whole indebtedness evidenced hereby may be declared due and payable
whereupon the entire unpaid principal balance of this Note and all interest
accrued thereon from last payment date at 18% per annum shall thereupon at once
mature and become due and payable without presentment or demand for payment or
notice of the intent to exercise such option or notice of the exercise of such
option by the Holder, or notice of any kind, all of which are hereby expressly
waived by Maker and may be collected by suit or other legal proceedings.
If all or any part of the amount of this Note be declared due in
accordance with the other provisions hereof, or if any installment herein
provided is not paid when due, the principal balance as the case may be, shall
bear interest at the lesser of (i) ten percent (10%) per annum, or (ii) the
Maximum Rate allowed under applicable law until paid in full or until the Note
is reinstated. Notice of Default shall be given, in writing, to Maker, after
five days after occurrence of default. Maker shall have 10 days after written
Notice of Default, within which to cure the default plus interest at default
rate, legal fees and costs incurred.
Except as otherwise provided herein, the undersigned and all sureties,
guarantors and endorsers of this Note severally waive all notices, demands,
presentments for payment, notices of non-payment, notice of intention to
accelerate the maturity, notices of acceleration, notices of dishonor, protest
and notice of protest, diligence in collecting or bringing suit as to this Note
and as to each, every and all installments hereof and all obligations hereunder
and against any party hereto and to the application of any payment on this
obligation, or as an offset hereto, and agree to all extensions, renewals,
partial payments, substitutions or evidence of indebtedness and the taking,
release or substitution of all or any part of the security or the release of any
party liable hereon with or without notice before or after maturity.
It is the intention of the parties hereto to comply with the usury laws
applicable to this loan if any, accordingly it is agreed that notwithstanding
any provision to the contrary in this Note or in any of the documents securing
payment hereof no such provision shall require the payment or permit the
collection of interest in excess of the maximum permitted by law. If any excess
of interest is provided for, contracted for, charged for or received, then the
provisions of this paragraph shall govern and control and neither the Maker
hereof nor any other party liable for the payment hereof shall be obligated to
pay the amount of such excess interest. Any such excess interest which may have
been collected shall be, at the Holder's option, either applied as a credit
against the then unpaid principal amount hereof or refunded to Maker. The
effective rate of interest shall be automatically subject to reduction to the
maximum lawful contract rate allowed under the usury laws as now or hereafter
construed. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged for, or received
under this Note which are made for the purposes of determining whether such rate
exceeds the maximum lawful rate, shall be made, to the extent permitted by law,
by amortizing, prorating, allocating and spreading in equal parts during the
full stated term of this Note, all interest contracted for, charged for or
received from the Maker or otherwise by the Note Holder.
In the event this Note is placed in the hands of an attorney for
collection (whether or not suit is filed), or in the event it is collected by
suit or through bankruptcy, probate, receivership or other legal proceedings
(including foreclosure), the undersigned hereby agrees to pay to the Holder as
attorney's fees a reasonable amount in addition to the principal and interest
then due hereon, and all other costs of collection.
CONVERSION RIGHT TO COMMON STOCK
Holder may, at any time prior to payment of the Note by the Maker,
elect to convert all or any portion of this note, including accrued interest,
into common shares of the Maker at a price of $1.00 per share. The conversion
election shall be made in writing by Holder and mailed or faxed to the Maker
with the conversion amount and instructions as to the issuance of the shares.
Such instructions should include the name to who the shares are to be issued and
include an address for delivery. The Maker, upon receipt of such conversion
notice and confirmation of the conversion amount, shall then instruct its
transfer agent to affect the issuance of the common shares of the Maker,
whereupon the amount of the Note or accrued interest represented by the shares
elected to be received shall be deemed paid, without recourse as to the amount.
IN WITNESS WHEREOF, Maker and Pledgor have fully executed this Note as
of the date first above written.
HINTO ENERGY, INC., - Maker
(A Wyoming Corporation)
By: /s/George Harris
-------------
George Harris, Chief Financial Officer
Attest: /s/Gary Herick
----------------------------
Gary Herick, Secretary
SOUTH UINTAH GAS PROPERTIES, INC., - Pledgor
(A Colorado Corporation)
By: /s/George Harris
-------------
George Harris, Chief Financial Officer
