EXHIBIT 10.24
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN
TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND
QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED
CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE LENDER, REASONABLY ACCEPTABLE
TO THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
HYBRID TECHNOLOGIES, INC.
PROMISSORY NOTE
---------------
$________ October 29, 2007
Las Vegas, Nevada
FOR VALUE RECEIVED, HYBRID TECHNOLOGIES, INC., a Nevada corporation (the
"Company"), with a mailing address at 0000 Xxxx Xxxxxxxxxx, Xxxxx 000-000,
Xxx Xxxxx, Xxxxxx 00000, promises to pay to Wyndom Capital Investments,
Inc. (the "Lender"), in lawful money of the United States of America, the
principal sum of ______________Dollars ($__________), together with simple
interest from the date of this Note on the unpaid principal balance at a
rate equal to ten (10.0%) percent per annum, computed on the basis of the
actual number of days elapsed and a year of 365 days. All unpaid
principal, together with any then unpaid and accrued interest and other
amounts payable hereunder, shall be due and payable at any time after the
earlier of (i) the Maturity Date (as defined below), or (ii) when, upon or
after the occurrence of an Event of Default (as defined below), such
amounts are declared due and payable by the Lender or made automatically
due and payable in accordance with the terms hereof.
This Note is issued pursuant to the Loan Agreement (defined below), the
terms and conditions of which are hereby incorporated herein by reference. The
following is a statement of the rights of the Lender and the conditions to which
this Note is subject, and to which the Lender, by the acceptance of this Note,
agrees:
Definitions. As used in this Note, the following capitalized terms have the
following meanings:
"Company" includes the corporation initially executing this Note and any
Person which shall succeed to or assume the obligations of the Company under and
subject to the conditions set forth in this Note.
1.2 "Event of Default" has the meaning given in Article 8 of the
Loan Agreement.
1.3 "Lender" shall mean the Person specified in the introductory
paragraph of this Note or any Person who shall at the time be the registered
holder of this Note.
1.4 "Loan Agreement" shall mean that certain Loan Agreement, dated
October 29, 2007, between the Lender and the Company.
1.5 "Maturity Date" shall mean three years from the date of issuance
set forth above of this Note.
1.6 "Obligations" shall mean all obligations, owed by the Company to
the Lender, now existing or hereafter arising under or pursuant to the terms of
this Note or under the Loan Agreement.
1.7 "Person" shall mean and include an individual, a partnership, a
corporation (including a business trust), a joint stock company, a limited
liability company, an unincorporated association, a joint venture or other
entity or a governmental authority. Interest. Interest shall be payable monthly
in arrears on the first banking day of the following month.
Prepayment. The Company may not, without the Lender's permission, prepay all or
any part of this Note.
4. Successors and Assigns. Subject to the restrictions on transfer described in
Sections 6 and 7 below, the rights and obligations of the Company and the Lender
of this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.
40
5. Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written agreement of the Company and the Lender.
6. Transfer of this Note by Xxxxxx. The Company acknowledges and agrees that the
Lender may assign all or any portion of its interest in this Note, and its
rights, obligations, and benefits under the Loan Agreement, without the consent
of the Company. The Company will execute such assurances and conveyances as may
be reasonably required by the Lender in order to give effect to such assignment,
including executing additional documents to facilitate assignment thereof by the
Lender.
7. Assignment by The Company. Neither this Note nor any of the rights, interests
or obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Company without the prior written consent of the
Lender.
Notices. All notices, requests, demands, consents, instructions or other
communications required or permitted hereunder shall in writing and faxed,
mailed or delivered to each party at the respective addresses or facsimile
numbers of the parties. All such notices and communications shall be effective
(a) when sent by Federal Express or other overnight service of recognized
standing, on the business day following the deposit with such service; (b) when
mailed, by registered or certified mail, first class postage prepaid and
addressed as aforesaid through the United States Postal Service, upon receipt;
(c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation
of receipt.
Usury. In the event any interest is paid on this Note that is deemed to be in
excess of the then legal maximum rate, then that portion of the interest payment
representing an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this Note.
Waivers. The Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.
Governing Law. This Note and all actions arising out of or in connection with
this Note shall be governed by and construed in accordance with the laws of the
State of Nevada, without regard to the conflicts of law provisions of the State
of Nevada, or of any other state.
IN WITNESS WHEREOF, The Company has caused this Note to be issued as
of the date first written above.
HYBRID TECHNOLOGIES, INC.
(a Nevada corporation)
By:
-----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
41
