PROMISSORY NOTE EXTENSION AGREEMENT
Exhibit 99.2
THIS PROMISSORY NOTE EXTENSION
AGREEMENT (“Agreement”) is made and entered into effective as of June 30,
2008, by and among ENERLUME ENERGY MANAGEMENT CORP., a Colorado corporation,
formerly known as Host America Corporation, (“Maker”) and XXXXXXX X. XXXXX &
XXXXX X. XXXXX JTWROS (the “Payee”).
R E C I T A L
S:
A. Maker
and Payee are parties to a Promissory Note dated between January 12, 2004 and
May 27, 2004, in the original principal amount of Fifty Thousand Dollars
($50,000). (the “Note”).
B. The
Note matures on January 31, 2009, and the parties hereto have entered into this
Agreement for purposes of extending the maturity date of the Note.
NOW, THEREFORE, for valuable
consideration, the parties hereto agree as follows:
1. PRINCIPAL
BALANCE. The outstanding principal amount due under the Note is currently Fifty
Thousand Dollars ($50,000). In addition, interest has accrued and continues to
accrue under the terms of the Note. Maker shall continue to pay
interest payments to Payee under the terms of the Note until the Due Date, as
amended hereby.
2. DUE
DATE. The Due Date as defined in the Note is hereby extended to
January 31, 2010, on which date all principal and interest remaining
outstanding shall be paid in full without further notice or demand.
3. WARRANT. Upon
execution of this Agreement, Maker agrees to issue to Payee a cashless warrant
to purchase 25,000 shares of Maker’s common stock at $0.75 per share,
exercisable until January 31, 2014 (the “Warrant”).
4. INVESTMENT
REPRESENTATIONS. The Payee re-affirms the representations and
warranties contained in the original subscription agreement dated between
January 12, 2004 and May 27, 2004 executed in connection with the original Note
issuance and represents and warrants to the Maker that in connection with the
extension of the maturity date of the Note and the issuance of the Warrant
(collectively referred to as the “Securities”):
(a) The
Payee understands and acknowledges that the Securities are being sold by the
Maker in a transaction not involving a public offering and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act”), and applicable state securities laws.
(b) The
Payee is acquiring the Securities for its own account, to hold for investment,
and the Payee shall not make any sale, transfer or other disposition of the
Securities in violation of the Securities Act or the rules promulgated
thereunder or in violation of any applicable state securities law.
(c) The
Payee has been advised that the Securities have not been registered under the
Securities Act or state securities laws on the ground that this transaction is
exempt from registration, and that reliance by the Maker on such exemptions is
predicated in part on the Payee’s representations set forth herein.
(d) The
Payee has been informed that under the Securities Act, the Securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or unless an exemption from such registration (such as Rule 144) is
available with respect to any proposed transfer or disposition by
the Payee
of the Securities. The Payee further agrees that the Maker may refuse
to permit the Payee to sell, transfer or dispose of the Securities (except as
permitted under Rule 144) unless there is in effect a registration statement
under the Securities Act and any applicable state securities laws covering such
transfer, or unless the Payee furnishes an opinion of counsel reasonably
satisfactory to counsel for the Maker to the effect that such registration is
not required.
(e) The
Payee is an “accredited investor” as such term is defined in Rule 501 of
Regulation D promulgated under the Securities Act and is able to bear the
economic risk of an investment in the Securities for an indefinite period of
time.
(f) The
Payee has such knowledge and experience in financial and business matters that
the Payee is capable of evaluating the merits and risks of the prospective
investment in the Maker and the Payee has received and reviewed all information
requested of the Maker and, based on such review, understands and has evaluated
the merits and risks of the investment in the Maker.
(g) The
Payee has had the opportunity to ask questions and receive answers concerning
the Company, as well as the terms and conditions of the offering of the
Securities, and to obtain additional information reasonably available to the
Maker, and has received and has read carefully the Maker’s public filings made
with the Securities and Exchange Commission, including periodic and current
reports on Form 10-K, 10-Q and 8-K.
5. MISCELLANEOUS.
Except as expressly modified herein, all other terms and provisions of the Note
shall remain in full force and effect.
ENERLUME
ENERGY MANAGEMENT CORP,
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a
Colorado corporation, Maker
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Date:
June 30, 2008
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By:
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/s/ Xxxxx X. Xxxxxx |
Xxxxx
X. Xxxxxx, Chief Executive Officer
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Xxxxxxx
X. Xxxxx & Xxxxx X Xxxxx JTWROS, Payee
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/s/ Xxxxxxx X. Xxxxx, JTWROS | |||
Date:
June 30, 2008
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By:
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/s/ Xxxxx X. Xxxxx | |
Print
Name: Xxxxxxx X. Xxxxx & Xxxxx X. Xxxxx,
JTWROS
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