Exhibit 99.2
PROMISSORY NOTE
$745,859.25 November 17, 2005
Costa Mesa, California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS
(THE "STATE ACTS"). THIS NOTE HAS BEEN ACQUIRED BY THE HOLDER FOR
INVESTMENT AND MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE ACT
AND ANY APPLICABLE STATE ACTS OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.
FOR VALUE RECEIVED, the undersigned, Commerce Energy Group, Inc., a
Delaware corporation (the "Obligor"), hereby promises to pay in lawful money of
the United States of America, to the order of Peter Weigand (the "Payee"), the
principal sum of seven hundred forty-five thousand eight hundred fifty-nine and
25/100 Dollars ($745,859.25) at the times and in the amounts set forth below.
1. Repayment; Interest. The unpaid principal balance of this Promissory
Note (this "Note") shall be repaid in the amounts and at the times set forth in
Section 1 of this Note.
(a) Interest Rate. The rate of interest hereunder shall be three and
one half percent (3.5%) per annum and shall be computed on the basis of a 365
day year for the actual number of days elapsed.
(b) Payment of Principal. The principal amount of this Note shall be
paid to the Payee in five (5) equal installments of one hundred forty-nine
thousand one hundred seventy-one and 85/100 dollars ($149,171.85) each. Such
payments of principal shall be made on December 1, 2005, January 3, 2006,
February 1, 2006, March 1, 2006, and April 3, 2006 (each a "Payment Date").
(c) Interest Payments. Interest on this Note shall accrue on the
principal outstanding from time to time at a rate per annum computed in
accordance with Section 1(a) hereof. Accrued interest as of each Payment Date
shall be due and payable on each Payment Date.
(d) Payments; Prepayments.
(i) The amounts due under this Note may be prepaid at any time
without premium or penalty.
(ii) To the extent that any such installment comes due on a day
that is not a business day, such payment shall be due on the next succeeding
business day.
(e) Deductions and Withholdings. Payee authorizes the Obligor to make
such deductions and withholdings with respect to any payments of principal
hereunder as are required by law, including, without limitation, withholding for
federal, state and foreign taxes to the extent applicable.
2. Default. If the Obligor fails to pay any amounts when due hereunder and
such failure continues for after five (5) business days following receipt by
Obligor of written notice of such failure from Payee, (a) all amounts owed under
this Note shall become immediately due and payable without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Obligor and (b) Payee may exercise any and all rights and remedies permitted
by applicable law.
3. Nontransferability. Payee's rights under this Note, including the right
to receive any payments hereunder, shall be nontransferable, other than to a
trust for which Payee is a fiduciary and which is revocable by Payee. The
Obligor may not assign this Note or its rights and obligations hereunder except
for transfers to any entity which is the successor in interest to the business
and assets of the Obligor or to its subsidiary, Commerce Energy, Inc., a
California corporation.
4. Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the party
to be notified; (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day;
(c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) one (1) day after deposit with an
overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the party to be notified at the
address indicated for such party on the signature page hereof or at such other
address as such party may designate by ten (10) days advance written notice to
the other party hereto.
5. Severability. In the event that any one or more of the provisions (or
parts thereof) contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected, it being intended that all of the rights and privileges of
each party shall be enforceable to the fullest extent permitted by law.
6. Governing Law. The validity, interpretation and performance of this Note
shall be governed by and construed under the laws of the State of California
without regard to conflicts of laws principles.
7. Counterparts. This Note may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Note.
8. Waiver and Presentment. Obligor and all others who may become liable for
all or any part of this obligation waive presentment, demand, protest, notice of
protest and notice of non-payment or dishonor.
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9. Time of Essence. Time is of the essence under this Note and,
consequently, any payment not made when due shall constitute a material default.
10. Attorney Fees and Collection Costs. If any default is made hereunder,
if any payment is not made when due, or if this Note is not paid in full when
due, whether at maturity or by acceleration, Obligor shall pay all costs and
expenses incurred by Payee, including, without limitation, reasonable attorneys'
fees, in connection with securing the payment of this Note, or any default under
this Note or any action or other proceeding brought to enforce any of the
provisions of this Note.
[Signature page follows]
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[SIGNATURE PAGE TO NOTE]
IN WITNESS WHEREOF, the parties hereto have executed this Note as
of the day and year first above written.
"OBLIGOR" COMMERCE ENERGY GROUP, INC.,
a Delaware corporation
/S/ STEVEN S. BOSS
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Steven S. Boss
Chief Executive Officer
Address:
600 Anton Blvd., Suite 2000
Costa Mesa, CA 92626
Attention: Chief Executive Officer
Fax: (714) 481-6567
"PAYEE"
/S/ PETER WEIGAND
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Peter Weigand
Address:
12136 Skyline
Santa Ana, Ca 92705
Fax :(714) 731-0731
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