Contract
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.
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June
29, 2007
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FOR
VALUE
RECEIVED, Renewable Energy Acquisition Corp., a Nevada corporation (the
“Company”) promises to pay to the order of Xxxxx
Xxxxxxxxxxxxx
at
0000
Xxxxxxxx Xxx. So., Suite 203, Minneapolis, MN 55404
(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 SIX THOUSAND TWO
HUNDRED FIFTY AND 00/100 DOLLARS ($6,250.00) (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 powers and remedies
of
the Payee under this Note shall not be exclusive of any other powers, rights
or
remedies available to the Payee.
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(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. | ||
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| By: | /s/ | |
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Xxxxx
Xxxxxxxx, President
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