Exhibit 10.49
PROMISSORY "SELLER'S NOTE"
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.
THIS SECURITY IS
"RESTRICTED" AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM.
THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, WHICH SHALL NOT BE UNREASONABLY WITHHELD, AND
THEN ONLY: (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (II)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT; (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE); (IV) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3); OR
(7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (IN THE FORM OF WHICH CAN BE OBTAINED FROM
THE COMPANY) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (V) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.
GENERAL ENVIRONMENTAL MANAGEMENT, INC.
6.5% SECOND-PRIORITY SENIOR SECURED PROMISSORY NOTE
NUMBER:
USER
$­­­­­­­­2,000,000.00
POMONA, CALIFORNIA
NOVEMBER 6, 2009
FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation
(the "Company"), promises to pay to UNITED STATES ENVIRONMENTAL RESPONSE, LLC, a
California limited liability company (the latest of any registered holder of
this Note is herein referred to as the "Holder"), in United States dollars (in
immediately available funds) the principal sum of TWO MILLION DOLLARS
($2,000,000) together with (i) interest accrued thereon from the date of this
Note on the unpaid principal balance outstanding from time to time; and (ii)
other costs and expenses payable or to become payable on the terms of this
Note.
The Company will not, and will instruct any transfer agent not to,
register on the books of the Company the transfer of this Note unless the
conditions specified in the legend set out in capital letters at the top of this
Note are satisfied.
2
This Note is the "Seller's Note" in the series of six promissory notes (the
"Notes") made by the Company pursuant to the terms and conditions of that
certain Stock Purchase Agreement