Attached files
file | filename |
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10-K - 3Power Energy Group Inc. | v180947_10k.htm |
EX-21 - 3Power Energy Group Inc. | v180947_ex21.htm |
EX-32.1 - 3Power Energy Group Inc. | v180947_ex32-1.htm |
EX-31.1 - 3Power Energy Group Inc. | v180947_ex31-1.htm |
EX-10.22 - 3Power Energy Group Inc. | v180947_ex10-22.htm |
EX-10.21 - 3Power Energy Group Inc. | v180947_ex10-21.htm |
EX-10.20 - 3Power Energy Group Inc. | v180947_ex10-20.htm |
PRIME
SUN POWER INC.
SENIOR
PROMISSORY NOTE
**€470,000.00 (Four Hundred
Seventy Thousand Euros)**
1.
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FOR
VALUE RECEIVED, Prime Sun Power
Inc.. a Nevada corporation (the “Borrower”), hereby promises to pay to
the order of CRG
Finance AG
(“Lender”), at such time, place
and in such manner as Lender may specify in writing, the principal amount
of **€470,000.00
(Four Hundred Seventy Thousand Euros)**(the “Principal”) pursuant to the terms
and conditions specified herein (this “Note”). The Borrower shall pay
interest on the outstanding principal of this Note at the annual rate of
seven
and one-half percent (7.5%) per annum,
calculated based on a year of 365 days and actual days elapsed (the “Interest”).
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2.
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The
Borrower hereby promises to pay to the order of the Lender the Principal
and all Interest due thereon within thirty calendar (30) days upon
delivery to the Company of written demand by the Lender (the “Due Date”),
at such place and in such manner as Lender may specify in writing. This
Note is hereby deemed by the Borrower to be senior to any and all other
shareholder loans previously made to the Borrower and shall be paid in
full prior to repayment by the Borrower of any other such shareholder
loans.
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3.
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Any
and all fees, costs, expenses and disbursements charged by financial
institutions with respect to wire transfer or other transmittal charges
incurred in connection with delivery of the Principal from the Lender to
the Borrower shall be deemed to have been received by the Borrower from
the Lender and all such amounts shall be included in the calculation of
Principal hereunder.
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4.
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This
Note shall not be transferable by Borrower and the Borrower may not
assign, transfer or sell all or a portion of its rights and interests to
and under this Note to any persons and any such purported transfer shall
be void ab initio. The Lender may transfer and assign this Note at its
sole discretion.
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5.
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The
failure at any time of the Lender to exercise any of its options or any
other rights hereunder shall not constitute a waiver thereof, nor shall it
be a bar to the exercise of any of its options or rights at a later date.
All rights and remedies of the Lender shall be cumulative and may be
pursued singly, successively or together, at the option of the Lender. The
acceptance by the Lender of any partial payment shall not constitute a
waiver of any default or of any of the Lender’s rights under this Note. No
waiver of any of its rights hereunder, and no modification or amendment of
this Note, shall be deemed to be made by the Lender unless the same shall
be in writing, duly signed on behalf of the Lender; and each such waiver
shall apply only with respect to the specific instance involved, and shall
in no way impair the rights of the Lender in any other respect at any
other time.
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6.
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Any
term or condition of this Note may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be effective
unless set forth in a written instrument duly executed by or on behalf of
the party waiving such term or
condition.
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4
Prime
Sun Power Inc
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Promissory
Note
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7.
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The
Borrower represents and warrants that this Note is the valid and binding
obligation of the Borrower, fully enforceable in accordance with its
terms. The execution and delivery by the Borrower of this Note, the
performance by the Borrower of its obligations hereunder and the
consummation of the transactions contemplated hereby and thereby does not
and will not: (a) conflict with or result in a violation or breach of any
of the terms, conditions or provisions of the Borrower’s charter
instruments; (b) conflict with or result in a violation or breach of any
term or provision of any law or order applicable to the Borrower or any of
its assets and properties; or (c) (i) conflict with or result in a
violation or breach of, or (ii) result in or give to any person any rights
or create any additional or increased liability of the Borrower under or
create or impose any lien upon, the Borrower or any of its assets and
properties under, any contract or permit to which the Borrower is a party
or by which its assets and properties are
bound.
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8.
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If
any provision of this Note is held to be illegal, invalid or unenforceable
under any present or future Law, and if the rights or obligations of any
party hereto under this Note will not be materially and adversely affected
thereby, (i) such provision will 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 will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its
severance here from; and (iv) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of
this Note a legal, valid and enforceable provision as similar in terms to
such illegal, invalid or unenforceable provision as may be
possible.
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9.
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Any notice, authorization,
request or demand required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given two days after it is
sent by an internationally recognized delivery service to the address of
record of the Lender or the Borrower, respectively. Any party may change
its address for such communications by giving notice thereof to the other
parties in conformity with this
Section.
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10.
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A
default shall exist on this Note if any of the following occurs and is
continuing: (i) Failure to pay Principal and any accrued Interest on the
Note on or before the Due Date; (ii) Failure by the Borrower to perform or
observe any other covenant or agreement of the Borrower contained in this
Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower,
or any other person acting under actual or purported force of law takes
ownership, possession or title to Borrower property; (iv) any of the
property of the Borrower is sequestered by court order; (v) a petition or
other proceeding, voluntary or otherwise is filed by or against the
Borrower under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of indebtedness, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect; or (vi) the Borrower
makes an assignment for the benefit of its creditors, or generally fails
to pay its obligations as they become due, or consents to the appointment
of or taking possession by a custodian, receiver, liquidator or trustee of
the Borrower or all or any part of its property. Upon any such default,
the Borrower shall immediately notify the Lender, and upon notice to the
Borrower, the Lender may declare the Principal of the Note, plus accrued
Interest, to be immediately due and payable, upon which such Principal and
accrued Interest shall become due and payable immediately. Interest upon
default shall thereafter accrue at the rate of 15% per annum, calculated
based on a year of 365 days and actual days elapsed from the date of such
default.
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Prime
Sun Power Inc
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Promissory
Note
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11.
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The
Borrower, any endorser, or guarantor hereof or in the future (individually
an “Obligor” and collectively “Obligors”) and each of them jointly and
severally: (a) waive presentment, demand, protest, notice of demand,
notice of intent to accelerate, notice of acceleration of maturity, notice
of protest, notice of nonpayment, notice of dishonor, and any other notice
required to be given under the law to any Obligor in connection with the
delivery, acceptance, performance, default or enforcement of this Note,
any endorsement or guaranty of this Note, any pledge, security, guaranty
or other documents executed in connection with this Note; (b) consent to
all delays, extensions, renewals or other modifications of this Note, or
waivers of any term hereof or thereof, or release or discharge by the
Lender of any of Obligors, or release, substitution or exchange of any
security for the payment hereof, or the failure to act on the part of the
Lender or any indulgence shown by the Lender (without notice to or further
assent from any of Obligors), and agree that no such action, failure to
act or failure to exercise any right or remedy by the Lender shall in any
way affect or impair the Obligations (as hereinafter defined) of any
Obligors or be construed as a waiver by the Lender of, or otherwise
affect, any of the Lender’s rights under this Note, under any endorsement
or guaranty of this Note; (c) if the Borrower fails to fulfill its
obligations hereunder when due, agrees to pay, on demand, all costs and
expenses of enforcement of collection of this Note or of any endorsement
or guaranty hereof and/or the enforcement of the Lender’s rights with
respect to, or the administration, supervision, preservation, protection
of, or realization upon, any property securing payment hereof, including,
without limitation, all attorney’s fees, costs, expenses and
disbursements, including, without further limitation, any and all fees
related to any legal proceeding, suit, mediation arbitration, out of court
payment agreement, trial, appeal, bankruptcy proceedings or any other
actions of any nature whatsoever required on the part of Lender or
Lender’s representatives to enforce this Note and the rights hereunder;
and (d) waive the right to interpose any defense, set-off or counterclaim
of any nature or description.
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12.
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The
Borrower will not, by amendment of its Certificate of Incorporation or
through any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by
the Borrower, but will at all times in good faith assist in the carrying
out of all the provisions of this Agreement and in the taking of all such
action as may be necessary or appropriate in order to protect the rights
of the Lender of this Note against impairment. This Note shall be
enforceable against all successors and assigns of Borrower. Borrower
hereby covenants that all of its subsidiaries and affiliates shall jointly
and severally perform this Agreement to the same and full extent on behalf
of Borrower if Borrower is unable to
perform.
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13.
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This
Note having a value of more than US$250,0000 shall be governed, construed
and enforced under the laws of the State of New York, without regard to
conflict of law principles of any jurisdiction to the contrary. Dispute
resolution shall be made in accordance with that certain Financing
Agreement between the Borrower and the Lender, of which this Note is an
integral part and is hereby incorporated by reference therein by reference
hereto.
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Prime
Sun Power Inc
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Promissory
Note
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14.
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This
Note supersedes all prior discussions and agreements between the parties
with respect to the subject matter hereof and contains the sole and entire
agreement between the parties hereto with respect to the subject matter
hereof, together with that certain Financing Agreement between the
Borrower and the Lender, of which this Note is an integral part and is
hereby incorporated by reference therein by reference
hereto.
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15.
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If
the Lender loses this Note, the Borrower shall issue an identical
replacement note to the Lender upon the Lender’s delivery to the Borrower
of a customary agreement to indemnify the Borrower reasonably satisfactory
to the Borrower for any losses resulting from issuance of the replacement
note.
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16.
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The
terms and conditions of this Note shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing
in this Note, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of
this Note, except as expressly provided in this
Note.
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IN
WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
issuedon its behalf, by its duly appointed and authorized officer, as of the 2nd day of March,
2010.
PRIME
SUN POWER INC.
/s/ Olivier de Vergnies | |
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Title:
Chief Executive Officer
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