EXHIBIT 10.11
THIS NOTE AND THE COMMON STOCK OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. AS AMENDED (the "ACT"), OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH
A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THIS NOTE AND
THE COMMON STOCK OF THE COMPANY MAY NOT BE SOLD, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
CONCURRED IN BY COUNSEL FOR THE COMPANY THAT REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.
PENGE CORP.
PROMISSORY NOTE
$ 20,000 Issue Date: April 17, 2006
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FOR VALUE RECEIVED, Penge Corp., a Delaware corporation (the "Company"), hereby
promises to pay to the order of Xxxxxx Xxxxx (the "Holder") in lawful money of
the United States at the address of the Holder set forth below, the principal
amount of Twenty Thousand Dollars ($20,000), with simple interest at the rate of
six percent (6.0%) per annum and a $1,200 loan origination fee.
Interest will be calculated on a 365-day year for the actual number of days
elapsed and shall commence on the Issue Date and continue on the outstanding
principal until paid in full or converted as provided below.
l. Purchase Terms. This note (the "Note") is issued pursuant to the terms
outlined below
o The note is an approximately 3 month note.
o The note carries a balloon payment due the 15th of each July,
2006 with interest prorated based on receipt of funds.
2. Maturity Date. The entire outstanding principal balance of this Note,
and any unpaid accrued interest, shall be due and payable in full on
July 15, 2006 unless prepaid or converted by the Holder prior to the
Maturity Date pursuant to the terms of this Note. There will be a $400
late fee if paid later than July 16, 2006.
3. Payment. All amounts payable hereunder shall be paid by the Company in
immediately available and freely transferable funds at the place
designated by the Holder to the Company for such payment.
4. Successors and Assigns. All covenants, agreements and undertakings in
this Note by or on behalf of any of the parties shall bind and inure to
the benefit of the respective successors and assigns of the parties
whether so expressed or not.
5. Severability. If any provision of the Note is held to be illegal,
invalid or unenforceable under any present or future law, then: (i)
such provision, or any portion thereof, shall be fully severable; (ii)
this Note will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof; (iii) the
remaining provisions of this Note shall remain in full force and effect
and shall not be affected by the illegal. invalid or unenforceable
provision or its severance from this Note; and (iv) in lieu of such
illegal, invalid or unenforceable provision there will automatically be
added as a part of this Note a legal, valid and enforceable provision
on terms as substantially similar as possible to the terms of the
illegal, invalid or unenforceable provision.
6. Amendment. This Note and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the
Company and the Holder.
7. Governing Law. The terms of this Note shall be construed in accordance
with the Laws of the State of Texas as applied to contracts entered
into by Texas residents within the State of Texas, which contracts are
to be performed entirely within the State of Texas.
8. Notice. Any notice or other communication provided for under this Note
shall be in writing and shall be sent by (a) personal delivery, (b)
registered or certified mail (return receipt requested) or (c)
nationally recognized overnight courier service, to Company or to the
Purchaser at their respective addresses set forth on the signature
pages of the Agreement. A notice or other communication shall be deemed
to have been duly received (a) if personally delivered, on the date of
such delivery, (b) if mailed, on the date set forth on the signed
return receipt or (c) if delivered by overnight courier, on the date of
actual delivery (as evidenced by the receipt of the overnight courier
service).
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.
PENGE CORPORATION
By: /s/ XX Xxxxxx
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Name: XX Xxxxxx
Title: President
Date: 4/17/06
LENDER:
Signature: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Address: P.O. Box 62111, San Angelo, Texas 76906
Date: April 17, 2006
