EXHIBIT 10.12
THIS NOTE AND THE COMMON STOCK OF THE COMPANY ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED (the
"ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
ANY DISTRIBUTION THEREOF. THIS NOTE AND THE COMMON STOCK OF THE COMPANY ISSUABLE
UPON THE CONVERSION OF THIS NOTE MAY NOT BE SOLD, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
CONCURRED IN BY COUNSEL FOR THE COMPANY THAT REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.
PENGE CORP.
PROMISSORY NOTE
$200,000 Issue Date: June 15, 2006
FOR VALUE RECEIVED, Penge Corp., a Delaware corporation (the "Company"), hereby
promises to pay to the order of Xxxxxx Xxxxxx (the "Holder") in lawful money of
the United States at the address of the Holder set forth below, the principal
amount of Two Hundred Thousand Dollars ($200,000), with simple interest at the
rate of twelve percent (24.0%) per annum with an origination fee
of______________________________________30,000_____________________to be
included in the balloon payoff of the note.
Interest will be calculated on a 365-day year for the actual number of days
elapsed and shall commence on the Issue Date and continue on the outstanding
principal until paid in full or converted as provided below.
1. Purchase Terms. This note (the "Note") is issued pursuant to the terms
outlined below and dated June 15, 2006.
o The note is a six month note with a month to month extension.
Either party may cancel the note after 6 months with 30 days
written notice. The note carries monthly interest payments due
on the 15th of each month.
o A $200,000 balloon of the principal and a $30,000O balloon of
the origination fee are due on December 15, 2006.
2. Maturity Date. The entire outstanding principal balance of this Note,
and any unpaid accrued interest, shall be due and payable in full on
the date that is 6 months from the Issue Date first set forth above
(the "Maturity Date") unless prepaid or converted by the Holder prior
to the Maturity Date pursuant to the terms of this Note.
3. Delivery of Certificate(s). Within twenty (5) days from the signing of
this note, the Company shall deliver to the Holder original signed
documents to accompany the faxed copies used to fmish the transaction.
4. Payment. All amounts payable hereunder shall be paid by the Company in
immediately available and freely transferable funds at the place
designated by the Holder to the Company for such payment.
5. Assignment. This Note is not assignable, negotiable, or transferable by
the ho 1 der unless (i) a registration statement with respect to this
Note is effective under the Securities Act of 1933, as amended, and any
applicable state securities law requirements have been met, or (ii)
exemptions from the registration requirements under the Securities Act
of 1933, as amended, and the registration or qualification requirements
of applicable state securities law are available.
6. Successors and Assigns. All covenants, agreements and undertakings in
this Note by or on behalf of any of the parties shall bind and inure to
the benefit of the respective successors and assigns of the parties
whether so expressed or not.
7. Severability. If any provision of the Note is held to be illegal,
invalid or unenforceable under any present or future law, then: (i)
such provision, or any portion thereof, shall be fully severable; (ii)
this Note will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof; (iii) the
remaining provisions of this Note shall remain in full force and effect
and shall not be affected by the illegal. invalid or unenforceable
provision or its severance from this Note; and (iv) in lieu of such
illegal, invalid or unenforceable provision there will automatically be
added as a part of this Note a legal, valid and enforceable provision
on terms as substantially similar as possible to the terms of the
illegal, invalid or unenforceable provision.
8. Amendment. This Note and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the
Company and the Holder.
9. Governing Law. The terms of this Note shall be construed in accordance
with the Jaws of the State of Delaware as applied to contracts entered
into by Delaware residents within the State of Delaware, which
contracts are to be performed entirely within the State of Delaware.
10. Notice. Any notice or other communication provided for under this Note
shall be in writing and shall be sent by (a) personal delivery, (b)
registered or certified mail (return receipt requested) or (c)
nationally recognized overnight courier service, to Company or to the
Purchaser at their respective addresses set forth on the signature
pages of the Agreement. A notice or other communication shall be deemed
to have been duly received (a) if personally delivered, on the date of
such delivery, (b) if mailed, on the date set forth on the signed
return receipt or (c) if delivered by overnight courier, on the date of
actual delivery (as evidenced by the receipt of the overnight courier
service).
11. Collateral. The Company agrees to provide 2(DEGREE)D trust deed to
accompany this promissory note to place a lien on the 7 acre property
owned by Penge Corp and located in San Angelo, Texas.
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.
PENGE CORPORATION
By: /s/ XX Xxxxxx
--------------------------
Name: XX Xxxxxx
Title: President
Date: June 15. 2006
Lender:
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
Signature:____________________
Date; June 15, 2006
