Exhibit 10.5
RENAISSANCE BIOENERGY INC.
PROMISSORY NOTE
US$11,818.00 May 26, 2010
Los Angeles, CA 90067
1. LOAN AMOUNT. FOR VALUE RECEIVED, RENAISSANCE BIOENERGY INC., a Nevada
corporation ("Borrower"), hereby promises to pay to the order of James F. Franco
or his assignees ("Lender"), the principal sum of Eleven Thousand, Eight Hundred
Eighteen and 00/100 Dollars ($11,818.00) (1), 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 by $0.02, subject
to stock splits.
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.
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1. NET PURCHASE PRICE. The Note carries a $1,000.00 original issue discount
("OID"). In addition, the Borrower agrees to pay $818.00 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 $10,000.00, computed as follows: $11,818.00 LESS the OID LESS the
Transaction Expenses.
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
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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: James F. Franco