Line of Credit Agreement dated as of March 31, 2012 by and between Clearwater Financial Advisors, L.L.C. and Green Energy Management Services, Inc

This Line Of Credit Agreement (the "Agreement") is made and entered into as of the 31st day of March 2011 (the "Effective Date") between Green Energy Management Services Inc., a Delaware corporation ("GEM"), and Clearwater Financial Advisors, L.L.C., a Louisiana limited liability company.

A.             Clearwater has agreed to make advances and to extend credit to GEM up to a maximum principal amount of U.S. $500,000 (the "Loan").

 

B.              GEM desires to borrow amounts from Clearwater and has agreed to repay those amounts and accrued interest and other amounts according to the terms and conditions of this Agreement.

2.              No Security or Guarantees. The repayment of the Loan and all amounts that become due and payable to Clearwater pursuant to either Loan Document (the "Obligations") shall not be secured or guaranteed.

 

6.                Miscellaneous.

 

6.1             Benefits And Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. This Agreement is made solely for the benefit of the Parties, and their respective successors and assigns, including the surviving entity in the event of a merger, consolidation, or other business reorganization, and no other person shall acquire or have any right under or by virtue of this Agreement.

 

6.2             Governing Law. The laws of the slate of Louisiana shall govern all issues concerning the construction, validity and interpretation of this Agreement.

 

6.3             Entire Agreement: Amendment. This Agreement and the other documents delivered pursuant hereto or contemplated hereby constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated except by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

 

6.4              Notices. All notices, requests, demands, directions and other communications ("Notices") concerning this Agreement shall be in writing and shall be mailed or delivered personally or sent by telecopier or facsimile to the applicable Party at the address of such Party set forth below in this Section 7.4. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the address for the respective Party set forth in this Section 7.4. When sent by telecopier or facsimile, each such Notice shall be effective on the day on which ii is sent provided that it is sent on a business day and further provided that it is sent prior to 5:00 p.m.. local time of the Party to whom the Notice is being sent, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each such Notice shall be addressed to the Party to be notified as shown below.

Any Party may change its respective address for purposes of this Section 6.4 by giving the other Party Notice of the new address in the manner set forth above.

 

6.5              Counterparts Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, a facsimile or telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of a facsimile machine or telecopier machine as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.

 

6.6             Severability. If any provision of this Agreement, or its application to any person or circumstances, is invalid or unenforceable, then the remainder of this Agreement or the application of such provision to other persons or circumstances, shall not be affected thereby. Further, if any provision or application hereof is invalid or unenforceable then a suitable and equitable provision shall be substituted therefore in order to carry out so far as may be valid or enforceable the intent and purposes of the invalid and unenforceable provision.

 

6.7             Captions. Captions and headings used herein are for convenience of reference only and shall not limit or control the meaning of any provisions hereof.

FOR VALUE RECEIVED, the undersigned Green Energy Management Services, Inc., a Delaware corporation (hereinafter referred to as "Maker"), promises to pay to Clearwater Financial Advisors, L.L.C. a Louisiana LLC (hereinafter referred to as "Holder"), at 74242 Horse Branch Road, Covington Louisiana 70435 (or at any such other place as Holder shall designate in writing), in lawful money of the United States of America, the principal sum of One Hundred Thousand Dollars ($100,000) with interest on so much thereof as is from time to time outstanding accruing at a rate equal to twelve percent (12%) per annum, payable monthly.

 

During the Term of this Note which shall mature on March 31, 2012, GEM will pay Clearwater interest-only on the principal balance of this Note. Payment of principal and any unpaid interest shall be due in full on or before March 31, 2012. The foregoing notwithstanding, in the event that GEM receives outside financing in excess of $100,000.00 prior to the Maturity Date, GEM will repay the Note within ten (10) days of receipt of said financing.

 

This Note may be prepaid prior to its due dale without penalty, on ten (10) days notice by Maker.

 

Maker, for itself, its successors, and assigns, respectively, expressly waives presentment for payment, notice of protest, and diligence in collection, and consents that the time of said payments or any part thereof may be extended by Holder without in any way modifying, altering, releasing, affecting, or limiting its respective liability.

 

Maker agrees to reimburse Holder for all reasonable costs, including reasonable attorneys' fees, incurred to collect this Note, or any installments, if not paid when due.

 

This Note is unsecured. This Note may not be assigned, pledged, or otherwise transferred or encumbered without the prior written consent of Maker.