Exhibit 10.3
RENAISSANCE BIOENERGY INC.
PROMISSORY NOTE
US$ 88,635.00 May 25, 2010
Los Angeles, CA 90067
1. Loan Amount. FOR VALUE RECEIVED (1), Renaissance BioEnergy Inc., a Nevada
corporation ("Borrower"), hereby promises to pay to the order of Point North
Investments, LLC ("Lender"), the principal sum of Eighty-eight Thousand, Six
Hundred Thirty-five and 00/100 Dollars ($88,635.00) (2), at the place and in the
manner hereinafter provided, together with interest thereon at the rates
described below.
2. Payment of Interest. Interest shall be paid at maturity at the rate of 10%
per annum in cash, payable at maturity or upon conversion as described in
section 4.
3. Payments of Principal. The unpaid principal balance of this Note, if not
sooner declared to be due in accordance with the terms hereof, shall be due and
payable in full on the sale of the material assets of the Borrower or May 30,
2011 (the "Maturity Date"). However, the Borrower has the right to repay this
Note at any time upon five (5) days notice to Lender.
4. Method of Payments. All payments of principal hereunder shall be paid by
check, wire transfer or in coin or currency which, at the time or times of
payment, is the legal tender for public and private debts in the United States
of America and shall be made at such place as Lender may from time to time
appoint. Lender, at its own option, shall be permitted to convert all or any
portion of the Note in any amount and as often as Lender desires to common
shares of the Borrower's common stock. The number of shares to be issued shall
be determined by dividing the amount submitted for conversion
5. Covenants and Waivers. Borrower expressly agrees hereby to be bound and: (i)
waives presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest; (ii) waives any and all
notices in connection with the delivery and acceptance hereof and all other
notices in connection with the performance, default, or enforcement of the
payment hereof or hereunder; and (iii) waives any and all lack of diligence and
delays in the enforcement of the payment hereof.
6. Notices. All notices and communications under this Note shall be in writing
and shall be delivered to the addresses set forth below.
7. Governing Law. This Note is governed and controlled as to validity,
enforcement, interpretation, construction, effect and in all other respects by
the statutes, laws and decisions of the State of Nevada applicable to
transactions to be performed entirely within the State of Nevada.
8. Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written agreement of Borrower and Lender.
9. Binding Obligations. The obligations and liabilities of Borrower under this
Note shall be binding upon and enforceable against Borrower and its successors
and assigns. This Note shall inure to the benefit of and may be enforced by
Lender and its successors and assigns.
10. Liquidation of the Borrower. In the event of the liquidation of the
Borrower, this Note shall be treated pari passu with all other Notes issued up
to and including the issue date of this Note.
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first
written above.
Renaissance BioEnergy Inc.
By: /s/ Scott Pummill
----------------------------------
Name: Scott Pummill
Title: Chief Executive Officer
Address: 1875 Century Park East
Suite 700
Los Angeles, CA 90067
Fax: 310-861-1171
Name of Lender: Point North Investments, LLC
- ----------
1) VALUE RECEIVED: As partial consideration, this note replaces promissory
notes payable to Lender, dated February 1, 2010 and February 25, 2010 in
the amounts of US$50,000 and US$15,000 which are hereby cancelled.
2) NET PURCHASE PRICE: The Note carries a $7,500 original issue discount
(OID). In addition, the Borrower agrees to pay $6,135 to the Lender to
cover the Lender's legal fees, accounting costs, due diligence, monitoring
and other transaction costs incurred in connection with the purchase and
sale of this Note (the "Transaction Expenses"). The Lender at the Closing
withheld the Transaction Expenses. Accordingly, the "Net Purchase Price"
shall be $75,000, computed as follows: $ 88,635 less the OID, less the
Transaction Expenses.