Nevada
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27-0603137
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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FOREX INTERNATIONAL TRADING CORP. | |||
Date: January 9, 2013
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By:
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/s/ Erik Klinger | |
Erik Klinger, CFO | |||
The “Effective Date” shall be:
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December 31, 2012
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The “Lender” or the “Holder” shall be:
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Vulcan Oil & Gas Inc.
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The “Principal Sum” shall be:
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$500,000
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The “Consideration” shall be:
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$400,000 – in the form of the Secured and Collateralized Promissory Note (the “Secured Note”) (including the related Security and Collateral Agreement)(the “Security Agreement”)) payable by the Lender to the Borrower date as of the date hereof.
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The “Interest Rate” shall be:
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4% per annum. No interest or principal payments are required until the Maturity Date, but both principal and interest may be included in conversion prior to maturity date.
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The “Conversion Price” shall be:
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The Variable Conversion Price but no less than the Floor.
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The “Maturity Date” is the date upon which the Principal Sum of this Note, as well as any unpaid interest shall be due and payable, and that date shall be
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December 31, 2013 (can be extended by Borrower for additional one (1) year at which point the Interest rate for second year shall be 10% per annum.
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The “Prepayment Terms” shall be:
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See Section 1.2
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1.1 | Interest Rate. Subject to the Holder’s right to convert, interest payable on this Note will accrue interest at the Interest Rate and shall be applied to the Principal Sum | ||
1.2. | Prepayment Terms. Borrower may prepay this Note at anytime without penalty. | ||
(a) | Prepayment By Cash or Other Negotiated Form. Prepayment is permitted at any time by payment in the form of either (1) cash, or (2) other negotiated form of payment mutually agreed to in writing | ||
(b) | Prepayment By Surrender of the Secured Note. Prepayment is permitted by surrender of the Secured Note. |
Forex International Trading Corp. | Vulcan Oil & Gas Inc. | ||||
By: |
/s/Erik Klinger
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By: |
/s/ Ilan Kenig
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Name: Erik Klinger
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Name: Ilan Kenig
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Title: CFO
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Title: President
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The “Effective Date” shall be:
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December 31, 2012
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The “Holder” shall be:
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Forex International Trading Corp.
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The “Principal Sum” shall be:
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$400,000 which includes $99,327.93 previously invested by Holder prior of executing this Note.
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The “Consideration” shall be:
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$500,000 in the form of the $500,000 Convertible Promissory Note payable by the Holder to the Borrower dated the same date hereof.
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The “Interest Rate” shall be:
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10% one-time interest charge on the Principal Sum. No interest or principal payments are required until the Maturity Date, but both principal and interest may be prepaid prior to maturity date. The interest rate shall be increased 4% per annum in the event the principal is not paid by the maturity date.
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The “Recourse” terms shall be:
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This is a full recourse Note such that, if the Borrower defaults on the payment of this Note, forcing the Holder to foreclose on the security/collateral and there is a deficiency between (1) the outstanding principal and interest amount and (2) the foreclosure liquidation amount; then the Holder has the right to pursue additional claims against the Borrower for that deficiency.
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The “Collateral” or “Security” shall be:
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50,000 W of solar modules, as memorialized and evidenced by the attached Exhibit A Collateral and Security Agreement.
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The “Maturity Date” is the date upon which the Principal Sum of this Note, as well as any unpaid interest shall be due and payable, and that date shall be:
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December 31, 2013
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The “Prepayment Terms” shall be:
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Prepayment with no penalty is permitted at any time by payment in the form of any of the following: (1) cash or (2) other negotiated form of payment mutually agreed to in writing or (3) by surrender of the Collateral.
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BORROWER | HOLDER | ||||
Vulcan Oil & Gas Inc. | Forex International Trading Corp. | ||||
By: |
/s/Ilan Kenig
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By: |
/s/ Erik Klinger
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||
Name:Ilan Kenig
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Name: Erik Klinger
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Title: President
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Title: CFO
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BORROWER | HOLDER | |||
Vulcan Oil & Gas Inc. | Forex International Trading Corp. | |||
/s/Ilan Kenig
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By: |
/s/ Erik Klinger
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Name: Ilan Kenig
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Name: Erik Klinger
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Title: President
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Title: CFO
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(a)
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They have read this Agreement;
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(b)
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They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;
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(c)
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They understand the terms and consequences of this Agreement and of the releases it contains;
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(d)
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They are fully aware of the legal and binding effect of this Agreement; and
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(e)
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Each signatory to this Agreement below represents that he/she has the requisite authority and has been duly authorized by his/her respective corporation to execute this Agreement.
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FOREX: | Direct JV Investments Inc | ||
Forex International Trading Corp | By: | /s/Erik Klinger | |
By: | /s/Erik Klinger | Name: Erik Klinger | |
Name: Erik Klinger | Title: CFO | ||
Title: CFO | |||
VULCAN: | |||
Vulcan Oil & Gas Inc. | |||
By: | /s/Ilan Kenig | ||
Name: Ilan Kenig | |||
Title: President |