Attached files
CONTINGENT
PROMISSORY NOTE
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$900,000.00
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McLean,
Virginia
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March
31, 2009
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FOR VALUE RECEIVED, THE UNDERSIGNED,
INNOLOG HOLDINGS CORPORATION, a Nevada corporation (the “Borrower”), promises to
pay to the order of VERLE HAMMOND, ELEANOR HAMMOND, TIM O’SHAUGHNESSY, LOU
ORLANDO, GENE LOSA, DUDLEY PATTESON, LENNY LEASSEAR, ANTHONY HAMMOND, and
VERONNE WILLIAMS (collectively, the “Lender”) the principal sum of Nine Hundred
Thousand Dollars ($900,000.00) (the “Principal Amount”), in the following
manner:
1. Repayment.
(a) Subject
to Section 1(b) below, commencing two (2) years after the date hereof, and on
the same day of each year thereafter, the Borrower shall pay the Principal
Amount due hereunder in accordance with the payment schedule set forth
below:
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2nd
Anniversary
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$300,000.00
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3rd
Anniversary
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$300,000.00
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4th
Anniversary
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$300,000.00
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(b) Notwithstanding
the payment schedule set forth above, each payment of the Principal Amount shall
be contingent upon the achievement by Innovative Logistics Techniques, Inc.
(“Innovative”) of certain Revenue and Net Income targets as set forth in
“Exhibit A” to the Purchase Agreement dated March 31, 2009 by and among Galen
Capital Corporation, GCC Capital Group, LLC, the Borrower, and Innovative (the
“Purchase Agreement”). In the event that Revenue and Net Income
targets are achieved prior to the established target date as set forth in the
Purchase Agreement, then Borrower will pay the annual installments up to the
corresponding Revenue and Net Income targets achieved. In the event
that the Borrower’s stock becomes publicly traded, then this Note may be
converted to shares pursuant to the terms and conditions set forth in Section
2.3(a)(iv) of the Purchase Agreement.
(c) All
payments of the Principal Amount shall be delivered to the Lender at the
Lender’s address for notices hereinafter set forth, or such other place as the
holder of this Note shall from time to time designate.
2. Acceleration. The
Lender shall have the right, without notice or demand, to accelerate the
repayment of the unpaid Principal Amount of this Promissory Note upon a default
of this Promissory Note by the Borrower.
3. Application of
Payments. All payments made under this Promissory Note shall
be applied first to late penalties or other sums owed to the holder of this
Note, next to accrued interest, if any, and then to the Principal
Amount.
4. Prepayment. The
Borrower may prepay this Promissory Note in whole at any time or in part from
time to time without penalty, premium or additional interest. All
prepayments of the Principal Amount shall be applied in inverse order of
maturity.
5. Default. The
Borrower shall be in default of this Promissory Note if it shall fail to pay any
installment due hereunder not later than ten (10) days after notice from the
holder of this Note that such installment is due and unpaid.
6. Extensions of
Maturity. All parties to this Promissory Note, whether maker,
endorser, or guarantor, agree that the maturity of this Promissory Note, or any
payment due hereunder, may be extended at any time or from time to time without
releasing, discharging, or affecting the liability of such party.
7. Notices. Any
notice or demand required or permitted by or in connection with this Promissory
Note (but without implying any obligation to give any notice or demand) shall be
in writing and made by hand delivery, by wire or by certified mail, return
receipt requested, postage prepaid, addressed to the Lender or the Borrower at
the appropriate address set forth below or to such other address as may be
hereafter specified by written notice by the Lender or the Borrower, and shall
be considered given as of the date of hand delivery or wire or as of two (2)
business days after the date of mailing, as the case may be:
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If
to the Lender:
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_____________________
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_____________________
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_____________________
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_____________________
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If
to the Borrower:
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Innolog
Holdings Corporation
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8300
Greensboro Drive, Suite 225
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McLean,
Virginia 22102
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Attn:
William P. Danielczyk
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8. Binding
Nature. This Promissory Note shall inure to the benefit of and
be enforceable by the Lender and the Lender’s personal representatives,
successors and assigns and any other person to whom the Lender may grant an
interest in the Borrower’s obligations to the Lender, and shall be binding and
enforceable against the Borrower and the Borrower’s personal representatives,
successors and assigns.
9. Severability. If
any provision or part of any provision of this Promissory Note shall for any
reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Promissory Note and this Promissory Note shall be construed as if such
invalid, illegal or unenforceable provision or part thereof had never been
contained herein, but only to the extent of its invalidity, illegality or
unenforceability.
10. Choice of Law and Consent to
Jurisdiction. This Promissory Note shall be interpreted,
construed and enforced in strict accordance with the laws of the Commonwealth of
Virginia. The Borrower consents to the jurisdiction of the courts of
the Commonwealth of Virginia.
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11. Number and
Gender. As used herein, the singular shall include the plural,
the plural shall include the singular, and the use of any gender shall include
all genders, all as the context shall require.
12. Liability Joint and
Several. The liability of the Borrower under this Promissory
Note shall be joint and several.
IN WITNESS WHEREOF, this Promissory
Note has been executed by the Borrower under seal as of this day of ,
2009.
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WITNESS:
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INNOLOG
HOLDINGS CORPORATION
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(SEAL)
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William
P. Danielczyk, President
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STATE OF
_______________________________
CITY/COUNTY
OF ______________: to wit:
The foregoing instrument was
acknowledged before me this ___ day of ________, 2009, by William P. Danielczyk,
the President of Innolog Holdings Corporation, a Nevada corporation, on behalf
of the corporation.
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Notary
Public
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My
Commission Expires: ____________________
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