EXHIBIT 10.2
NATURAL RESOURCE GROUP, INC. PROMISSORY NOTE
Maturity Date: March 1, 2011
Littleton, Colorado
$360,000 US
1. Principal and Interest.
1.1 Agreement to Pay. Natural Resource Group, Inc., a Colorado corporation
(the "Company" or "Borrower"), for value received, hereby promises to pay to the
order of Energy Oil and Gas, Inc. (the "Investor," "Holder," or "Lender") the
principal sum of Three Hundred and Sixty Thousand United States dollars
($360,000.00US) at the place and in the manner hereinafter provided, together
with interest thereon at the rate or rates described below, and any and all
other amounts which may be due and payable hereunder from time to time.
1.2 Interest. This is not an interest bearing note, and no interest shall
accrue except in accordance with paragraph 6.1.
1.3 Payment Terms. The unpaid principal balance of this Note shall be due
and payable in full in one payment on March 1, 2011, hereinafter the "Maturity
Date".
1.4 Application of Payments. Prior to the occurrence of an Event of
Default, any payments and prepayments on account of the indebtedness evidenced
by this Note shall be applied to the unpaid principal balance of this Note. Any
prepayment on account of the indebtedness evidenced by this Note shall not
extend or postpone the due date.
After an Event of Default has occurred and is continuing, payments may be
applied by Lender to amounts owed hereunder as follows: (a) first to accrued and
unpaid interest under this Note; and (b) second to the unpaid principal balance
of this Note.
1.5 Surrender Upon Payment Upon payment in full of the principal hereof and
accrued interest hereunder, this Note shall be surrendered to the Company for
cancellation.
1.6 Location of Payment. The principal of and interest on this Note shall
be payable at the principal office of the Company and shall be forwarded to the
address of the Holder hereof as such Holder shall from time to time designate.
1.7 Payment Prior to Maturity Date. Though the Parties expressly
acknowledge that payment under this Note is not due until the Maturity Date of
March 1, 2011, Purchaser will make a good faith attempt to pay off the Note as
soon as practical.
2. Security. This Note shall be secured by a first priority security
interest made by Borrower to Lender on the property that is more completely
described on Exhibit B of the Purchase and Sale Agreement to which this Note is
attached (hereinafter referred to as the "Assets"). The parties understand and
agree that the Assets shall not include any property or interest of the Borrower
that is not set specifically forth on the above described Exhibit B.
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3. Event of Default. The occurrence of any one or more of the following
events (regardless of the reason therefor), shall constitute an "Event of
Default" hereunder:
(a) The Company shall fail to make any payment of principal of, or
interest on, or any other amount owing in respect of, the Note when due and
payable or declared due and payable, and such failure shall have remained
unremedied for a period of five (5) business days.
4. Attorney's Fees. If the indebtedness represented by this Note or any
part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection
after default, the Company agrees to pay, in addition to the principal and
interest payable hereunder, reasonable attorneys' fees and costs incurred by the
Investor.
5. Prepayment. The Company may at any time prepay this Note in whole or in
part, without any penalty or fee of any sort.
6. Failure to pay on or before the Maturity Date. If the Company shall fail
to pay this Note in full on or before the Maturity Date, then the Lender shall
take the steps set forth below in this Section 6 in the order established.
6.1 First interest shall accrue at 10% per annum, retroactive to the
execution date of this Note on all unpaid principal.
6.2 Second, if the Note is not paid in full on or before July 1, 2011, then
an undivided interest up to 100% interest in all of the Assets listed in Exhibit
B shall revert to Investor, and Borrower shall promptly execute and deliver all
documentation necessary to effect such reversion. Simultaneously, all shares of
common stock issued to Seller in connection with the Purchase and Sale
Agreement, to which this Note is attached as Exhibit B, shall immediately be
surrendered to Purchaser by Seller, and Purchaser shall promptly cancel such
shares. Seller shall not have any obligation to return any payments of principal
or interest that have been made.
6.3 Remedies. The remedies for default listed in this Section, 6, are
exclusive and Investor shall have no other remedies, in law or in equity, except
for those listed in this Section, 6.
7. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants with the Holder as follows:
(a) Authorization; Enforceability. All corporate action on the part of
the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all
obligations of the Company hereunder has been taken, and this Note constitutes a
valid and legally binding obligation of the Company, enforceable in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency
("Assets"). The parties understand and agree that the Assets shall not include
any property or interest of the Borrower that is not set specifically forth on
the above described Exhibit B.
3. Event of Default. The occurrence of any one or more of the following
events (regardless of the reason therefor), shall constitute an "Event of
Default" hereunder:
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(a) The Company shall fail to make any payment of principal of, or interest
on, or any other amount owing in respect of, the Note when due and payable or
declared due and payable, and such failure shall have remained unremedied for a
period of five (5) business days.
4. Attorney's Fees. If the indebtedness represented by this Note or any
part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection
after default, the Company agrees to pay, in addition to the principal and
interest payable hereunder, reasonable attorneys' fees and costs incurred by the
Investor.
5. Prepayment. The Company may at any time prepay this Note in whole or in
part, without any penalty or fee of any sort.
6. Failure to pay on or before the Maturity Date. If the Company shall fail
to pay this Note in full on or before the Maturity Date, then the Lender shall
take the steps set forth below in this Section 6 in the order established.
6.1 First interest shall accrue at 10% per annum, retroactive to the
execution date of this Note on all unpaid principal.
6.2 Second, if the Note is not paid in full on or before July 1, 2011, then
an undivided interest up to 100% interest in all of the Assets listed in Exhibit
B shall revert to Investor, and Borrower shall promptly execute and deliver all
documentation necessary to effect such reversion. Simultaneously, all shares of
common stock issued to Seller in connection with the Purchase and Sale
Agreement, to which this Note is attached as Exhibit B, shall immediately be
surrendered to Purchaser by Seller, and Purchaser shall promptly cancel such
shares. Seller shall not have any obligation to return any payments of principal
or interest that have been made.
6.3 Remedies. The remedies for default listed in this Section, 6, are
exclusive and Investor shall have no other remedies, in law or in equity, except
for those listed in this Section, 6.
7. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants with the Holder as follows:
(a) Authorization: Enforceability. All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all
obligations of the Company hereunder has been taken, and this Note constitutes a
valid and legally binding obligation of the Company, enforceable in accordance
with its terms except (i)as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
(b) Governmental Consents. No consent, approval, qualification, order or
authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the
Company's valid execution, delivery or performance of this Note except any
notices required to be filed with the Securities and Exchange Commission under
Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such
filings as may be required under applicable state securities laws, which will be
timely filed within the applicable periods therefor.
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(c) No Violation. The execution, delivery and performance by the Company of
this Note and the consummation of the transactions contemplated hereby will not
result in a violation of its Certificate of Incorporation or Bylaws, in any
material respect of any provision of any mortgage, agreement, instrument or
contract to which it is a party or by which it is bound or, to the best of its
knowledge, of any federal or state judgment, order, writ, decree, statute, rule
or regulation applicable to the Company or be in material conflict with or
constitute, with or without the passage of time or giving of notice, either a
material default under any such provision or an event that results in the
creation of any material lien, charge or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture or nonrenewal of
any material permit, license, authorization or approval applicable to the
Company, its business or operations, or any of its assets or properties.
8. Representations and Covenants of the Holder. The Company has entered
into this Note in reliance upon the following representations and covenants of
the Holder:
(a) Financial Risk. The Holder has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment.
9.Assignment. Subject to the restrictions on transfer described in Section
12 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.
10.Waiver and Amendment. Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and the Holder.
11. Notices. Any notice, other communication or payment required or
permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit
if deposited in the United States mail for mailing by certified mail, postage
prepaid, and addressed as follows:
If to Investor: INVESTOR
Energy Oil and Gas, Inc. 5986
Heather Way
Longmont, CO 80503
If to Company: Natural Resource Group, Inc.
1789 Littleton Blvd.
Littleton, CO 80120
Attention: Paul Laird
Phone: (303)419-6005
Email: plaird@nrgcolo.com
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Each of the above addressees may change its address for purposes of this Section
by giving to the other addressee notice of such new address in conformance with
this Section.
12. Governing Law. This Note is being delivered in and shall be construed
in accordance with the laws of the State of Colorado, without regard to the
conflicts of law provisions thereof.
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13.Heading; References. All headings used herein are used for convenience
only and shall not be used to construe or interpret this Note. Except as
otherwise indicated, all references herein to Sections refer to Sections hereof.
14. Waiver by the Company. The Company hereby waives demand, notice,
presentment, protest and notice of dishonor.
15. Delays. No delay by the Holder in exercising any power or right
hereunder shall operate as a waiver of any power or right.
16. Severability. If one or more provisions of this Note are held to be
unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be interpreted as if such provision was
so excluded and shall be enforceable in accordance with its terms.
17. No Impairment. The Company will not, by any voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Note and in the taking
of all such action as may be necessary or appropriate in order to protect the
rights of the Holders of this Note against impairment.
IN WITNESS WHEREOF, Natural Resource Group, Inc. has caused this Note to be
executed in its corporate name and this Note to be dated, issued and delivered,
all on the date first above written.
NATURAL RESOURCE GROUP, INC.
By: /s/ Paul Laird
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Paul Laird, President
INVESTOR
ENERGY OIL AND GAS, INC.
By: /s/ Duane Bacon
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Duane Bacon, President
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ADDENDUM TO PROMISORRY NOTE
This document is an addendum to the Promissory Note issued by Natural
Resource Group, Inc. ("Borrower") to Energy Oil and Gas, Inc. ("Lender"), dated
January 1, 2011.
WHEREAS, the original Maturity Date for the above referenced note was March
1, 2011; and
WHEREAS, the remaining balance on the note is 78,000; and
WHEREAS, EOGI has agreed to modify the Promissory Note so that the maturity
date is extended to March 11, 2015.
THEREFORE, EOGI agrees that the remaining amount owed on the note is
$78,000 and the Maturity Date is December 11, 2015.
AGREED and EXECUTED this 30th day or July, 2013.
ENERGY OIL AND GAS, INC.
/s/ Duane Bacon
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Duane Bacon, President