Exhibit 10.1
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(HEREINAFTER THE "1933 ACT") OR UNDER APPLICABLE STATE SECURITIES LAW
(HEREINAFTER THE "STATE ACTS") AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
TRANSFERRED OR HYPOTHECATED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER
EXCEPT UPON ISSUANCE TO THE COMPANY OF A FAVORABLE WRITTEN OPINION OF COUNSEL
FOR THE HOLDER OR UPON SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO COUNSEL TO THE COMPANY TO THE EFFECT THAT ANY SUCH SALE,
ASSIGNMENT, PLEDGE, TRANSFER OR HYPOTHECATION WILL NOT BE IN VIOLATION OF THE
1933 ACT OR THE STATE ACTS.
PROMISSORY NOTE
$18,750.00 June 29, 2007
FOR VALUE RECEIVED, Renewable Energy Acquisition Corp., a Nevada
corporation (the "Company") promises to pay to the order of Xxxxx Xxxxxxxx at
00000 00xx Xxxxxx Xxxxx, Xxxxxxxx, XX 00000 (the "Payee"), at such address, or
such other place as the Payee may designate from time to time by notice in
writing to the Company, the sum of EIGHTEEN THOUSAND SEVEN HUNDRED FIFTY AND
00/100 DOLLARS ($18,750.00) (the "Principal Sum") in lawful money of the United
States of America in accordance with the terms and conditions hereinafter set
forth:
A. Payment Terms. The Principal Sum shall be due and payable in one lump
sum at the earlier of (i) August 31, 2008, or (ii) the consummation of the
Company's initial public offering ("IPO"), such date being hereinafter referred
to as the "Maturity Date". The Principal Sum shall not bear interest.
B. Prepayments. All or any portion of the Principal Sum may be prepaid in
whole or in part at any time.
C. Late Payment. In the event that any payment due hereunder is not paid
within ten (10) days after the date it is due, Payee shall have the right, in
addition to any other rights it may have hereunder, to collect a late charge
with respect to such late payment. Such late charge shall be in an amount equal
to five percent (5%) of the amount of such late payment, and shall be due and
payable upon demand.
D. Security. This Note, and the Principal Sum, is unsecured.
E. Events of Default. If any one or more of the following events
(hereinafter "Events of Default") shall occur:
(a) failure of the Company to make any required payment under this
Note within ten (10) days after the due date thereof;
(b) if the Company (i) commences any proceeding or other action in
bankruptcy or seeking reorganization or liquidation under the Bankruptcy
Code of the Untied States or of any other jurisdiction, (ii) applies for a
receiver, trustee, custodian, liquidator or similar official for all or a
substantial part of its assets or makes an assignment for the benefit of
creditors, or (iii) admits in writing its inability to pay its debts as
they mature; or
(c) if (i) a proceeding or action is commenced against the Company in
bankruptcy or seeking reorganization or liquidation under the Bankruptcy
Code of the United States or of any other jurisdiction, (ii) a receiver,
trustee, custodian, liquidator or similar official is appointed for all or
a substantial part of its assets, or (iii) a warrant of attachment,
execution or similar process against substantially all the assets of the
Company is issued, and any of such events set forth in this subsection (c)
continues undismissed, unbonded or undischarged for sixty (60) days after
written notice of default from Payee;
then the Payee of this Note may, by written notice to the Company, declare the
unpaid Principal Sum to be due and payable and, upon such declaration, the same
shall become due and payable forthwith, without further demand or notice and
such amount shall bear a default interest at the rate per annum of eighteen
percent (18%) ("Default Rate").
F. Miscellaneous.
(a) If the Payee is required to institute any action or arbitration to
enforce collection and payment of this Note, there shall become due and
payable from the Company, in addition to the unpaid Principal Sum, any late
charge, and interest at the Default Rate, all costs and expenses of such
action or arbitration including all costs of levy or execution or appellate
proceedings or review, or both, and including reasonable counsel and
litigation fees, and the Payee shall be entitled to recover all such
additional amounts from the Company.
(b) No delay or failure on the part of the Payee of this Note to
exercise any power or right hereunder, shall operate as a waiver thereof,
and no right or remedy of the Payee of this Note shall be deemed abridged
or modified by any course of conduct.
(c) This Note shall be governed by and construed in accordance with
the laws of the state of Nevada applicable to agreements made and to be
performed in that state without giving effect to applicable conflicts of
law principles.
(d) This Note cannot be changed or terminated orally, but only by a
writing signed by the Company and the Payee.
(e) By executing this Note the individual signing below represents and
warrants that he has the power and authority to act for and bind the
Company and that the Company has duly authorized the execution and delivery
of this Note, and such individual agrees that the Payee is entitled to rely
upon such representation and warranty.
(f) The Payee, without prejudice to any other rights, is authorized to
proceed against the Company to enforce its rights under this Note. The
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powers and remedies of the Payee under this Note shall not be exclusive of
any other powers, rights or remedies available to the Payee.
(g) Any and all notices or other communications required or permitted
under this Note shall be in writing and shall be deemed given upon (i)
personal delivery, (ii) upon the next business day if sent by overnight
courier service, or (iii) upon the third business day next following the
mailing of such notice by certified or registered mail, return receipt
requested, to the respective addresses of the Company and the Payee or to
such other address as the Company or the Payee may specify by written
notice given as aforesaid.
Renewable Energy Acquisition Corp.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
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