Attached files
file | filename |
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10-Q - FORM 10-Q - SUN RIVER ENERGY, INC | d78451e10vq.htm |
EX-31.1 - EX-31.1 - SUN RIVER ENERGY, INC | d78451exv31w1.htm |
EX-32.1 - EX-32.1 - SUN RIVER ENERGY, INC | d78451exv32w1.htm |
EX-10.1 - EX-10.1 - SUN RIVER ENERGY, INC | d78451exv10w1.htm |
Exhibit 10.2
COMMERCIAL PROMISSORY NOTE
$96,217.74 | Dated: November 1, 2010 |
FOR VALUE RECEIVED, the undersigned, Sun River Energy, Inc., a Colorado corporation (hereinafter
Maker), promises to pay to CICERONE CORPORATE DEVELOPMENT, LLC, at 1224 N. Hwy 377, Ste 303, PMB
56, Roanoke, Texas 76262, the principal sum of ninety-Six thousand, Two hundred Seventeen
Dollars and Seventy-Four cents ($96,217.74), together 6% interest per annum, due on demand.
Conversion Privilege: The Holder of this Note shall have the option, in its sole discretion,
until payment of the Note, to convert all or part of the principal balance on this Note to common
stock of the issuer at $2.05 per share based upon the closing market price of the Makers common
stock on November 1, 2010, upon three days notice. Holder of this Note shall only convert in
those amounts that do not exceed 5% or more of the Makers issued and outstanding common stock on
the date of conversion.
In event Maker shall (i) default in the performance of any of the obligations, covenants or
agreements legally imposed by the terms of this Note, or (ii) apply for or consent in writing to
the appointment of a receiver, trustee, or liquidator of Maker or (iii) file a voluntary petition
in bankruptcy, or admit in writing Makers inability to pay Makers debts as they come due, or (iv)
make general assignments for the benefit of creditors, or (v) file a petition or answer seeking
reorganization or rearrangement with creditors or taking advantage of any insolvency law, or (vi)
file an answer admitting the material allegations of a petition filed against Maker in any
bankruptcy, reorganization, insolvency or similar proceedings, at the option of the Holder, the
whole indebtedness evidenced hereby may be declared due and payable whereupon the entire unpaid
principal balance of this Note and all interest accrued thereon from last payment date shall
thereupon at once mature and become due and payable without presentment or demand for payment or
notice of the intent to exercise such option or notice of the exercise of such option by the
Holder, or notice of any kind, all of which are hereby expressly waived by Maker and may be
collected by suit or other legal proceedings.
If all or any part of the amount of this Note be declared due in accordance with the other
provisions hereof, or if any installment herein provided is not paid when due, the principal
balance as the case may be, shall bear interest at the lesser of (i) twelve percent (12%) per
annum, or (ii) the Maximum Rate allowed under applicable law until paid in full or until the Note
is reinstated. Notice of Default shall be given, in writing, to Maker, after five days after
occurrence of default. Maker shall have 10 days after written Notice of Default, within which to
cure the default plus interest at default rate, legal fees and costs incurred.
Except as otherwise provided herein, the undersigned and all sureties, guarantors and
endorsers of this Note severally waive all notices, demands, presentments for payment, notices of
non-payment, notice of intention to accelerate the maturity, notices of acceleration, notices of
dishonor, protest and notice of protest, diligence in collecting or bringing suit as to this Note
and as to each, every and all installments hereof and all obligations hereunder and against any
party
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hereto and to the application of any payment on this obligation, or as an offset hereto, and
agree to all extensions, renewals, partial payments, substitutions or evidence of indebtedness and
the taking, release or substitution of all or any part of the security or the release of any party
liable hereon with or without notice before or after maturity.
It is the intention of the parties hereto to comply with the usury laws applicable to this
loan if any, accordingly it is agreed that notwithstanding any provision to the contrary in this
Note or in any of the documents securing payment hereof no such provision shall require the payment
or permit the collection of interest in excess of the maximum permitted by law. If any excess of
interest is provided for, contracted for, charged for or received, then the provisions of this
paragraph shall govern and control and neither the Maker hereof nor any other party liable for the
payment hereof shall be obligated to pay the amount of such excess interest. Any such excess
interest which may have been collected shall be, at the Holders option, either applied as a credit
against the then unpaid principal amount hereof or refunded to Maker. The effective rate of
interest shall be automatically subject to reduction to the maximum lawful contract rate allowed
under the usury laws as now or hereafter construed. It is further agreed that without limitation of
the foregoing, all calculations of the rate of interest contracted for, charged for, or received
under this Note which are made for the purposes of determining whether such rate exceeds the
maximum lawful rate, shall be made, to the extent permitted by law, by amortizing, prorating,
allocating and spreading in equal parts during the full stated term of this Note, all interest
contracted for, charged for or received from the Maker or otherwise by the Note Holder.
In the event this Note is placed in the hands of an attorney for collection (whether or not
suit is filed), or in the event it is collected by suit or through bankruptcy, probate,
receivership or other legal proceedings (including foreclosure), the undersigned hereby agrees to
pay to the Holder as attorneys fees a reasonable amount in addition to the principal and interest
then due hereon, and all other costs of collection.
IN WITNESS WHEREOF, Maker has fully executed this Note as of the date first above written.
Sun River Energy, Inc. a Colorado Corporation |
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By: | /s/ Donal R. Schmidt, Jr.
|
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