Attached files
Exhibit 10.3
PROMISSORY NOTE
$
1,900,000.00
|
|
January 16,
2019
|
For
value received, Amazing Energy, LLC, a Texas limited liability
company (“Maker”), promises to pay to the order of
Wyatt Petroleum, LLC and Wyatt Permian, LLC, each Texas limited
liability companies (collectively “Payee”), at 24
Greenway, Suite 600, Houston, Texas 77046, the sum of One Million
Nine Hundred Thousand and 00/100 Dollars ($ 1,900,000.00) with
interest on the principal balance from the date hereof at the rate
of seven percent (7%) per annum.
The
principal and interest of this note shall be due and payable in
legal tender of the United States of America as
follows:
One
installment of the principal sum of $ 1,900,000.00 shall be due and
payable on the 31st day of December,
2019, on which date the entire balance of principal plus accrued
interest shall be due and payable. Each installment shall be
applied first to the payment of interest accrued to the date the
installment is paid and the remainder shall be applied to
principal.
All
past due installments of principal and interest on this note, and
the unpaid principal balance during the existence of any default
and after maturity, shall bear interest at the rate of twelve
percent (18%) per annum.
This
note may be prepaid in part or in its entirety at any time with no
penalty.
This
note is secured by any and all assets owned by the Maker, and not
limited solely to the assets purchased by Maker from Payee on or
before January 1, 2019 as reflected in the Purchase and Sale
Agreement and Assignment and Bill of Sale of even date herewith
between Maker and Payee.
In
the event of default in the payment of any part of the principal or
interest on this note, or in the event of default in the
performance of any agreement contained in any document securing the
payment of this note or executed in connection herewith, and
Maker’s failure to cure the default within ten (10) days
after Payee’s delivery of written notice of the default to
Maker, then Payee shall have the unconditional right, without
demand, notice, or other action, to declare the unpaid principal
balance of this note, together with interest accrued on the unpaid
principal balance, at once due and payable and to foreclose each
lien and security interest securing the payment of this note,
either under any power of sale contained in any documents creating
such lien or security interest or by court proceedings, as the
holder may elect. Notice shall be deemed to have been delivered
upon the earlier of actual receipt or three days after the notice
is deposited in a post office or official depository of the United
States Postal Service properly addressed to the party entitled to
the notice, marked certified mail, return receipt requested, and
containing sufficient postage. For the purpose of notice,
Maker’s address is 5700 W. Plano Parkway, Plano, Texas 75093.
Maker shall have the right to change its address and specify any
other address within the United States of America by at least five
(5) days’ written notice to Payee.
Page
1 of $ 1,900,000.00 Note
All
agreements and transactions between Maker and Payee, whether now
existing or hereafter arising, whether contained herein or in any
other instrument, and whether written or oral, are hereby expressly
limited so that in no contingency or event whatsoever, whether by
reason of acceleration of the maturity hereof, prepayment, demand
for payment or otherwise, shall the amount contracted for, charged
or received by Payee from Maker for the use, forbearance, or
detention of the principal indebtedness or interest hereof, which
remains unpaid from time to time, exceed the maximum amount
permissible under Applicable Law, it particularly being the
intention of the parties hereto to conform strictly to the law of
the State of Texas and of the United States of America, whichever
is applicable. Any interest payable hereunder or under any other
instrument relating to the loan evidenced hereby that is in excess
of the legal maximum under Applicable Law, shall, in the event of
acceleration of maturity, prepayment, demand for payment or
otherwise, be automatically, as of the date of such acceleration,
prepayment, demand or otherwise, applied to a reduction of the
principal indebtedness hereof and not to the payment of interest,
or if such excessive interest exceeds the unpaid balance of such
principal, such excess shall be refunded to Maker. To the extent
permitted by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing,
prorating, allocating and spreading in equal parts during the
period of the full stated term of the loan, all interest at any
time contracted for, charged or received from Maker in connection
with the loan, so that the actual rate of interest on account of
such indebtedness is uniform throughout the term
thereof.
This
note shall be governed by and construed in accordance with the laws
of the State of Texas and the United States of America from time to
time in effect. The term “Applicable Law” as used
herein means (1) the law pertaining to maximum rates of interest
that is now in effect and (2) any law that comes into effect at any
time in the future allowing a higher maximum interest rate than the
law now in effect.
Executed
on the 16th day of January,
2019.
|
AMAZING
ENERGY, LLC
|
|
|
By:
|
|
|
|
Willard
G. McAndrew III
President |
Page
2 of $ 1,900,000.00 Note