ACKNOWLEDGEMENT OF PROMISSORY NOTE TERMS
Exhibit
10.21
This
Acknowledgement of Promissory Note Terms (this “Agreement”)
is entered into by and between Seven Palm Investments, LLC (“Seven
Palm”) and Generation Zero Group, Inc., formerly Velocity Oil and Gas,
Inc. (“Generation
Zero”), each a “Party”
and collectively the “Parties”.
WHEREAS, Seven Palm previously
purchased 50% of that certain Promissory Note dated June 1, 2007, by and between
Generation Zero and Capersia Pte. Ltd. (“Capersia”)
as amended from time to time from Capersia (the “Note”)
on or around November 10, 2009; and
WHEREAS, the Note was silent
as to certain terms and conditions, which terms and conditions the Parties
hereto desire to set forth in writing and confirm.
NOW THEREFORE IN
CONSIDERATION, of the provisions
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which consideration is acknowledged, the Parties
agree as follows:
1) While
the Note was silent as to whether it had any anti-dilutive rights in connection
with a reverse stock split of Generation Zero, the Parties hereby confirm and
acknowledge that the conversion price of the note ($0.001 per share) was not
affected by the 1:100 reverse stock split of Generation Zero which became
effective with the Secretary of State of Nevada on February 12, 2010, and that
the conversion price of the Note remains at $0.001 per share.
2) Seven
Palm agrees not to transfer or sell the Note to any third parties without the
prior written consent of Generation Zero, which consent shall not be
unreasonable withheld.
3) The
Parties agree that the Note shall not be convertible (each a “Conversion”)
during any time that, and only to the extent that, the number of shares of
common stock (the “Shares”)
to be issued to Seven Palm upon such Conversion, when added to the number of
shares of common stock, if any, that Seven Palm otherwise beneficially owns
(outside of this Note, and not including any other securities of Generation Zero
held by Seven Palm having a provision substantially similar to this paragraph)
at the time of such Conversion, would exceed 4.99% (the “Maximum
Percentage”) of the number of shares of common stock of Generation Zero
outstanding immediately after giving effect to the issuance of shares of common
stock issuable upon Conversion of this Note held by Seven Palm, as determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Beneficial
Ownership Limitation”). The provisions of this paragraph shall be
construed and implemented in a manner in strict conformity with the terms of
this Section to correct this paragraph (or any portion hereof) which may be
defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation.
4) The
Parties agree that because this Agreement is only an acknowledgement of the
terms and conditions of the Note as otherwise in place and as contemplated by
the Parties, which terms and conditions were not otherwise set forth in writing
between the Parties, that the effective date of this Agreement shall be the
effective date of the Note (except as pursuant to the conversion price, which
shall have an effective date of the last amendment to such conversion
price).
5) This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. A copy of this Agreement signed by one Party
and faxed to another Party shall be deemed to have been executed and delivered
by the signing Party as though an original. A photocopy or PDF of
this Agreement shall be effective as an original for all purposes.
IN WITNESS WHEREOF the Parties
have executed this Agreement on the dates set forth below.
/s/ Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
Chief
Executive Officer
Date:
4/13/2010
Seven Palm Investments,
LLC
By: /s/ Xxxxx
Xxxxxxxx
Its: Manager
Its: Manager
Printed
Name: Xxxxx Xxxxxxxx
Date:
4/13/2010
