Attached files
PROMISSORY
NOTE
|
US$25,000.00
|
June
30, 2010
|
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to Evan Gappelberg, an individual (the “Payee”),
at such place as the Payee may later designate in writing, in lawful money of
the United States, the principal sum of twenty five thousand United States
dollars ($25,000.00) in accordance with this promissory note (the “Note”) under
the terms set forth herein.
1. Rate
of Interest
The outstanding principal balance due
under this Note shall bear an interest rate of a flat amount of $5,000.00 paid
on or prior to September 30, 2010. If payment is received after September 30,
2010 then Payee will receive $10,000.00.
2. Repayment
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this Note. Each
payment shall be applied to the principal balance due. The maturity date of the
Note can be extended with the approval of all parties.
3.
Fee
Innolog
Holdings Corporation shall issue to Payee 25,000 Warrants at $ .50 cents for
five years.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
5. Remedies
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
- 1
-
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% interest
rate.
(c) If
an Event of Default shall occur, the Maker’s operating Company, Innovative
Logistics Techniques, Inc. shall guarantee the note and payment will be made
within 15 days of default of this note.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Innolog
Holdings Corporation
|
||
|
By:
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
||
- 2
-
PROMISSORY
NOTE
|
US$100,000.00
|
July
13, 2010
|
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to, an individual, James Warring, (the “Payee”),
at such place as the Payee may later designate in writing, in lawful money of
the United States, the principal sum of one hundred thousand United States
dollars ($100,000.00) in accordance with this promissory note (the “Note”) under
the terms set forth herein.
1. Cash
Fee
The outstanding principal balance due
under this Note shall bear a flat fee of $20,000.00 paid on or prior to October
13, 2010.
2. Repayment
& Extension
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this Note. Each
payment shall be applied to the principal balance due. The maturity date of the
Note may be extended by the Maker, at its sole option, for only a one time 90
day extension period or until January 13, 2011.
If the Note is extended by the Maker,
the Payee will receive the fee payment of $20,000.00 plus an additional fee
payment of $10,000.00 paid at the time of the extension notification of October
13, 2010. Principal will be only due at the 90 day extension
period.
3.
Additional Fee
Innolog
Holdings Corporation shall issue to Payee 100,000 Warrants with an exercise
price at $ .50 cents per share with an expiration date of 5 years. If the Note
is extended as stated above for a one time 90 day period, Payee will receive an
additional 50,000 Warrants of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
& Guarantor
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% per annum
interest rate.
(c) If
the Company (Innolog) is successful in raising at least $2.0m of potential new
capital prior to September 30, 2010, Payee will be paid through these
proceeds.
(d) If
the Payee has not received funds at the time of the Note due or after the
extended period, then Payee will have the right to exercise collection from
Innovative Logistics Techniques, Inc. (ILT) and ILT will be responsible for all
fees and charges due with the collection of this debt.
(e) Galen
Capital Corporation (GCC) is the Guarantor behind both Innolog Holdings
Corporation and Innovative Logistics Techniques, Inc.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
- 2
-
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Innolog
Holdings Corporation
|
Innovative
Logistics Techniques, Inc.
|
||
|
By:
|
W. P. Danielczyk
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Chairman
|
||
|
Galen
Capital Corporation
|
|||
|
By:
|
W. P. Danielczyk
|
||
|
William
P. Danielczyk, Chairman
|
|||
- 3
-
PROMISSORY
NOTE
|
US$34,500.00
|
July
20, 2010
|
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to, an individual, Thomas Jackson (the “Payee”),
at such place as the Payee may later designate in writing, in lawful money of
the United States, the principal sum of thirty-four thousand, five hundred
United States dollars ($34,500.00) in accordance with this promissory note (the
“Note”) under the terms set forth herein.
1. Cash
Fee
The outstanding principal balance due
under this Note shall bear a flat fee of $6,900.00 paid on or prior to October
20, 2010.
2. Repayment
& Extension
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this Note. Each
payment shall be applied to the principal balance due. The maturity date of the
Note may be extended by the Maker, at its sole option, for only a one time 90
day extension period or until January 20, 2011.
If the Note is extended by the Maker,
the Payee will receive the fee payment of $6,900.00 plus an additional fee
payment of $3,450.00 paid at the time of the extension notification of October
20, 2010. Principal will be only due at the 90 day extension
period.
3.
Additional Fee
Innolog
Holdings Corporation shall issue to Payee 34,500 Warrants with an exercise price
at $ .50 cents per share with an expiration date of 5 years. If the Note is
extended as stated above for a one time 90 day period, Payee will receive an
additional 17,250 Warrants of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
& Guarantor
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% per annum
interest rate.
(c) If
the Company (Innolog) is successful in raising at least $2.0m of potential new
capital prior to September 30, 2010, Payee will be paid through these
proceeds.
(d) If
the Payee has not received funds at the time of the Note due or after the
extended period, then Payee will have the right to exercise collection from
Innovative Logistics Techniques, Inc. (ILT) and ILT will be responsible for all
fees and charges due with the collection of this debt.
(e) Galen
Capital Corporation (GCC) is the Guarantor behind both Innolog Holdings
Corporation and Innovative Logistics Techniques, Inc.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
- 2
-
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Innolog
Holdings Corporation
|
Innovative
Logistics Techniques, Inc.
|
||
|
By:
|
W. P. Danielczyk
|
|
W. P. Danielczyk
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Chairman
|
||
|
Galen
Capital Corporation
|
|||
|
By:
|
W. P. Danielczyk
|
||
|
William
P. Danielczyk, Chairman
|
|||
- 3
-
PROMISSORY
NOTE
|
US$65,500.00
|
July
20, 2010
|
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to, an individual, Robert Hacker (the “Payee”),
at such place as the Payee may later designate in writing, in lawful money of
the United States, the principal sum of sixty-five thousand, five hundred United
States dollars ($65,500.00) in accordance with this promissory note (the “Note”)
under the terms set forth herein.
1. Cash
Fee
The outstanding principal balance due
under this Note shall bear a flat fee of $13,100.00 paid on or prior to October
20, 2010.
2. Repayment
& Extension
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this Note. Each
payment shall be applied to the principal balance due. The maturity date of the
Note may be extended by the Maker, at its sole option, for only a one time 90
day extension period or until January 20, 2011.
If the Note is extended by the Maker,
the Payee will receive the fee payment of $13,100.00 plus an additional fee
payment of $6,550.00 paid at the time of the extension notification of October
20, 2010. Principal will be only due at the 90 day extension
period.
3.
Additional Fee
Innolog
Holdings Corporation shall issue to Payee 65,500 Warrants with an exercise price
at $ .50 cents per share with an expiration date of 5 years. If the Note is
extended as stated above for a one time 90 day period, Payee will receive an
additional 32,750 Warrants of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
& Guarantor
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% per annum
interest rate.
(c) If
the Company (Innolog) is successful in raising at least $2.0m of potential new
capital prior to September 30, 2010, Payee will be paid through these
proceeds.
(d) If
the Payee has not received funds at the time of the Note due or after the
extended period, then Payee will have the right to exercise collection from
Innovative Logistics Techniques, Inc. (ILT) and ILT will be responsible for all
fees and charges due with the collection of this debt.
(e) Galen
Capital Corporation (GCC) is the Guarantor behind both Innolog Holdings
Corporation and Innovative Logistics Techniques, Inc.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
- 2
-
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Innolog
Holdings Corporation
|
Innovative
Logistics Techniques, Inc.
|
||
|
By:
|
W. P. Danielczyk
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Chairman
|
||
|
Galen
Capital Corporation
|
|||
|
By:
|
W. P. Danielczyk
|
||
|
William
P. Danielczyk, Chairman
|
|||
- 3
-
PROMISSORY
NOTE
|
US$25,000.00
|
July
21, 2010
|
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to, an individual, John Morrison (the “Payee”),
at such place as the Payee may later designate in writing, in lawful money of
the United States, the principal sum of twenty-five thousand United States
dollars ($25,000.00) in accordance with this promissory note (the “Note”) under
the terms set forth herein.
1. Cash
Fee
The outstanding principal balance due
under this Note shall bear a flat fee of $13,100.00 paid on or prior to October
21, 2010.
2. Repayment
& Extension
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this Note. Each
payment shall be applied to the principal balance due. The maturity date of the
Note may be extended by the Maker, at its sole option, for only a one time 90
day extension period or until January 21, 2011.
If the Note is extended by the Maker,
the Payee will receive the fee payment of $5,000.00 plus an additional fee
payment of $2,500.00 paid at the time of the extension notification of October
21, 2010. Principal will be only due at the 90 day extension
period.
3.
Additional Fee
Innolog
Holdings Corporation shall issue to Payee 25,000 Warrants with an exercise price
at $ .50 cents per share with an expiration date of 5 years. If the Note is
extended as stated above for a one time 90 day period, Payee will receive an
additional 12,500 Warrants of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
& Guarantor
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% per annum
interest rate.
(c) If
the Company (Innolog) is successful in raising at least $2.0m of potential new
capital prior to September 30, 2010, Payee will be paid through these
proceeds.
(d) If
the Payee has not received funds at the time of the Note due or after the
extended period, then Payee will have the right to exercise collection from
Innovative Logistics Techniques, Inc. (ILT) and ILT will be responsible for all
fees and charges due with the collection of this debt.
(e) Galen
Capital Corporation (GCC) is the Guarantor behind both Innolog Holdings
Corporation and Innovative Logistics Techniques, Inc.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
- 2
-
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Innolog
Holdings Corporation
|
Innovative
Logistics Techniques, Inc.
|
||
|
By:
|
W. P. Danielczyk
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Chairman
|
||
|
Galen
Capital Corporation
|
|||
|
By:
|
W. P. Danielczyk
|
||
|
William
P. Danielczyk, Chairman
|
|
||
- 3
-
PROMISSORY
NOTE
|
US$125,000.00
|
June
21, 2010
|
FOR VALUE RECEIVED, the undersigned,
Galen Capital Group, LLC, a Delaware corporation, (the “Maker”), promises to pay
to Melvin D. Booth, an individual (the “Payee”), at such place as the Payee may
later designate in writing, in lawful money of the United States, the principal
sum of one hundred and twenty-five thousand United States dollars ($125,000.00)
in accordance with this promissory note (the “Note”) under the terms set forth
herein.
1. Rate
of Interest
The outstanding principal balance due
under this Note shall bear an interest rate of a flat amount of $10,000.00 if
payment is made on or prior to July 5, 2010. If payment is received on or after
July 6 but prior to July 13, 2010 then the Payee will receive $15,000.00. If
payment is received on or after July 13 but prior to July 20, 2010 then the
Payee will receive $20,000.00. If payment is received on or after July 20, 2010
then the Payee will receive $25,000.000.
2. Repayment
Principal and interest due under this
Note shall be payable at the collection of the Contract receivable numbers
W91WAW-09-C-10173 in the amount of $102,907.26 and W52509-08-C-0170 in the
amount of $47,424.94 by Innovative Logistics Techniques, Inc., but in no event
not later than July 20, 2010.
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this
Note. Each payment shall be applied to the principal balance due at
the maturity date of July 20, 2010. The Note can be extended with the approval
of all parties.
3.
Fee
Galen
Capital Corporation, the parent of the Maker, shall issue to Payee 250,000
Warrants at $ .50 cents with five year expiration date and 250,000 Preferred
shares of stock to be in the name of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% interest
rate.
(c) If
maker is unable to cure an Event of Default then, William P. Danielczyk is
obligated to repay the obligation of the principal and interest within 5
days.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Galen
Capital Group, LLC
|
||||
|
By:
|
W. P. Danielczyk
|
By:
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Guarantor
|
|||
|
William
P. Danielczyk, Chairman
|
|
|||
- 2
-
PROMISSORY
NOTE
|
US$125,000.00
|
July
8, 2010
|
FOR VALUE RECEIVED, the undersigned,
Galen Capital Group, LLC, a Delaware corporation, (the “Maker”), promises to pay
to Melvin D. Booth, an individual (the “Payee”), at such place as the Payee may
later designate in writing, in lawful money of the United States, the principal
sum of one hundred and twenty-five thousand United States dollars ($125,000.00)
in accordance with this promissory note (the “Note”) under the terms set forth
herein.
1. Rate
of Interest
The outstanding principal balance due
under this Note shall bear an interest rate of a flat amount of $10,000.00 if
payment is made on or prior to July 22, 2010. If payment is received on or after
July 23 but prior to July 30, 2010 then the Payee will receive $15,000.00. If
payment is received on or after July 31 but prior to August 7, 2010 then the
Payee will receive $20,000.00. If payment is received on or after August 8, 2010
then the Payee will receive $25,000.000.
2. Repayment
Principal and interest due under this
Note shall be payable at the collection of the Contract receivable numbers
N00173-08-C-2042 in the amount of $137,518.24 and N00173-10-F-0356 in the amount
of $56,434.37 by Innovative Logistics Techniques, Inc., but in no event not
later than August 8, 2010.
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this
Note. Each payment shall be applied to the principal balance due at
the maturity date of July 20, 2010. The Note can be extended with the approval
of all parties.
3.
Fee
Galen
Capital Corporation, the parent of the Maker, shall issue to Payee 250,000
Warrants at $ .50 cents with five year expiration date and 250,000 Preferred
shares of stock to be in the name of Innolog Holdings Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
- 1
-
5. Remedies
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% interest
rate.
(c) If
maker is unable to cure an Event of Default then, William P. Danielczyk is
obligated to repay the obligation of the principal and interest within 5
days.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
|
Galen
Capital Group, LLC
|
||||
|
By:
|
W. P. Danielczyk
|
By:
|
W. P. Danielczyk
|
|
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Guarantor
|
|||
|
William
P. Danielczyk, Chairman
|
|
|||
- 2
-
PROMISSORY
NOTE
|
US$125,000.00
|
July
21, 2010
|
FOR VALUE RECEIVED, the undersigned,
Galen Capital Group, LLC, a Delaware corporation, (the “Maker”), promises to pay
to Melvin D. Booth, an individual (the “Payee”), at such place as the Payee may
later designate in writing, in lawful money of the United States, the principal
sum of one hundred and twenty-five thousand United States dollars ($125,000.00)
in accordance with this promissory note (the “Note”) under the terms set forth
herein.
1. Rate
of Interest
The outstanding principal balance due
under this Note shall bear an interest rate of a flat amount of $10,000.00 if
payment is made on or prior to August 5, 2010. If payment is received on or
after August 6 but prior to August 13, 2010 then the Payee will receive
$15,000.00. If payment is received on or after August 13 but prior to August 20,
2010 then the Payee will receive $20,000.00. If payment is received on or after
August 20, 2010, then the Payee will receive $25,000.00.
2. Repayment
Principal and interest due under the
Note shall be payable at the collection of the Contract receivable numbers
W91WAW-09-C-0173 in the amount of $102,907.26 and W52509-08-C-0170 in the amount
of $45,160.13 by Innovative Logistics Techniques, Inc., but in no event not
later than August 20, 2010.
The Maker shall have the right to
prepay at any time and from time to time, in advance of maturity, without
premium or penalty, all or part of the principal amount of this
Note. Each payment shall be applied to the principal balance due at
the maturity date of August 20, 2010. The Note can be extended with the approval
of all parties.
3.
Fee
Galen
Capital Corporation, the parent of the Maker, shall issue to Payee 250,000
Warrants at $ 0.50 cents with five year expiration date and 250,000
Preferred shares of stock to be in the name of Innolog Holdings
Corporation.
4. Events
of Default
The following shall constitute Events
of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
-
1 -
5. Remedies
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% interest
rate.
(c) If
maker is unable to cure an Event of Default then, William P. Danielczyk is
obligated to repay the obligation of the principal and interest within 5
days.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
| Galen Capital Group, LLC | |||||
| By: |
|
|
|||
|
William
P. Danielczyk, Chairman
|
William
P. Danielczyk, Guarantor
|
||||
|
|
|
||||
| Harry Jacobson, Guarantor | |||||
- 2
-