Attached files
file |
filename |
EX-14 - CODE OF ETHICS - Ciralight Global, Inc. | ex14.txt |
EX-21 - SUBSIDIARIES - Ciralight Global, Inc. | ex21.txt |
EX-5.1 - OPINION & CONSENT OF COUNSEL - Ciralight Global, Inc. | ex5-1.txt |
EX-4.4 - CONVERTIBLE NOTE - Ciralight Global, Inc. | ex4-4.txt |
EX-4.1 - CONVERTIBLE NOTE - Ciralight Global, Inc. | ex4-1.txt |
EX-4.2 - CERTIFICATE OF DESIGNATION - Ciralight Global, Inc. | ex4-2.txt |
EX-4.5 - CONVERTIBLE NOTE - Ciralight Global, Inc. | ex4-5.txt |
EX-4.6 - SPECIMAN STOCK SUBSCRIPTION AGREEMENT - Ciralight Global, Inc. | ex4-6.txt |
EX-3.2 - BYLAWS - Ciralight Global, Inc. | ex3-2.txt |
EX-3.1.3 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc. | ex3-13.txt |
EX-10.6 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc. | ex10-6.txt |
EX-10.5 - NON-EXCLUSIVE DEALER DIST. AGREEMENT - Ciralight Global, Inc. | ex10-5.txt |
EX-3.1.2 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc. | ex3-12.txt |
EX-3.1.1 - ARTICLES OF INCORPORATION - Ciralight Global, Inc. | ex3-11.txt |
EX-23.2 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc. | ex23-2.txt |
EX-10.3 - ASSIGNMENT OF PATENTS - Ciralight Global, Inc. | ex10-3.txt |
EX-10.9 - FINANCIAL CONSULTING AGREEMENT - Ciralight Global, Inc. | ex10-9.txt |
EX-23.3 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc. | ex23-3.txt |
EX-10.2 - AMENDMENT TO EXCHANGE AGREEMENT - Ciralight Global, Inc. | ex10-2.txt |
EX-10.7 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc. | ex10-7.txt |
EX-10.1 - EXCHANGE AGREEMENT - Ciralight Global, Inc. | ex10-1.txt |
EX-10.10 - REPLACEMENT PROMISSORY NOTE - Ciralight Global, Inc. | ex10-10.txt |
S-1 - FORM S-1 OF CIRALIGHT GLOBAL, INC. - Ciralight Global, Inc. | g3802.txt |
EX-10.4 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc. | ex10-4.txt |
Exhibit 10.8
PROMISSORY NOTE
THIS PROMISSORY NOTE HAS BEEN ACQUIRED BY PAYEE FOR INVESTMENT AND NOT WITH
A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED. THIS PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, AND IS SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE,
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT OR LAWS
PURSUANT TO REGISTRATION OR EXEMTION THEREFROM. NO COMMISSION OR OTHER
REMUNERATION IS BEING PAID OR GIVEN DIRECTLY OR INDIRECTLY FOR SOLICITING ANY
PROSPECTIVE PURCHASER OF THIS PROMISSORY NOTE. NO GENERAL SOLICITATION OR
ADVERTISING HAS BEEN USED IN CONNECTION WITH THE ISSUANCE OF THIS PROMISSORY
NOTE.
$69,865.00 January 15, 2010
FOR VALUE RECEIVED, the undersigned, Randall Letcavage with principal
offices at 2603 Main Street, Suite 1150, Irvine, CA 92614 ("Maker"), promises to
pay to the order of Ciralight Global Inc. ("Payee"), at 2603 Main Street, Suite
1150, Irvine, CA 92614 or at such other address as may be designated by the
holder of this unsecured Promissory Note ("Note"), the sum of $69,865.00 in
lawful money of the United States (receipt of which is hereby acknowledged by
Maker), together with simple interest accruing on the outstanding principal
balance hereof at the annual rate of Eight percent (8.0%) from and after the
date hereof. The outstanding principal balance hereof, plus all accrued and
unpaid interest, shall be due and payable on July 15, 2010.
Maker shall have the privilege of prepaying the outstanding balance of this
Note in whole, at any time, or in part, from time to time, without premium or
penalty. Any prepayment shall be applied first to accrued and unpaid interest
and, thereafter, to the outstanding principal of this Note.
Upon the occurrence of any of the following events ("Event of Default"),
the holder hereof shall have the option to declare Maker to be in default under
this Note and shall have the power to declare the unpaid principal balance
hereof to be immediately due and payable:
(a) Maker's failure to make any payment when due and payable hereunder
and failure to cure such non-payment within thirty (30) days after the receipt
by Maker of written notice thereof.
(b) The occurrence of any of the following events with respect to
Maker: (i) the making of an assignment for the benefit of creditors, or (ii) the
commencement of proceedings in bankruptcy or any other proceedings for
arrangement or reorganization of Maker's debts under any state or federal law,
whether instituted by or against Maker (if proceedings are commenced against
Maker, Maker shall have sixty (60) days to obtain dismissal of the proceedings).
Except as otherwise provided herein, Maker waives presentment, demand,
notice of dishonor, notice of protest and all other demands or notices with
respect to the delivery, acceptance, performance and enforcement of this Note.
This Note shall be deemed executed and delivered in the State of Utah, and
shall be governed by and construed in accordance with the internal laws of the
State of Utah, without regard to the laws of conflicts.
All notices which may be given under this Note shall be made in writing and
either delivered in person or sent by registered or certified mail, return
receipt requested, or by a nationally recognized overnight courier, addressed to
the parties hereto at their respective addresses set forth above or to such
other address as Maker or Payee may from time to time designate by notice
hereunder. Maker or Payee may specify in writing a different address for such
purposes by notice to the other. Notices shall be deemed to have been delivered
upon the earlier of actual receipt or two business days after deposit in the
United States mail or the second business day following the day notice is given
by said overnight courier.
The provisions of this Note are severable and the invalidity or
unenforceability of any provisions hereof shall not alter or impair the
remaining provisions of this Note.
IN WITNESS WHEREOF, Maker has executed this Note as of the day and year
first above written.
Randall Letcavage
/s/ Randall Letcavage
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Print name: Randall Letcavage
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