PROMISSORY NOTE EXTENSION AGREEMENT
Exhibit 99.1
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 & Xxxxx
Xxxxx (the “Payee”).
R E C I T A L
S:
A. Maker
and Payee are parties to a Promissory Note dated July 23, 2007, in the original
principal amount of Three Hundred Seventy Five Dollars
($375,000). (the “Note”).
B. The
Note matures on June 30, 2008, 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 Three
Hundred Seventy Five Dollars ($375,000. In addition, interest has accrued and
continues to accrue under the terms of the Note.
2. DUE
DATE. The Due Date as defined in the Note is hereby extended to
June 30, 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 210,000 shares of Maker’s common stock at $0.75 per share,
exercisable until June 30, 2013 (the “Warrant”).
4. INVESTMENT
REPRESENTATIONS. The Payee re-affirms the representations and
warranties contained in the original subscription agreement dated between July
23, 2007 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
& Xxxxx Xxxxx, 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 & Xxxxx Xxxxx,
JTWROS
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