LENDER ACQUISITION
AGREEMENT
THIS LENDER
ACQUISITION AGREEMENT (this "Agreement") is made and entered into
as of the 4th day of September, 2009, by and among Adventure
Energy, Inc. ("Adventure") and SLMI Holdings , LLC
(“Owner”); Owner is the sole member and sole owner of
SLMI Options, LLC ("Lender").
RECITALS:
A
. This Agreement
is made with respect to loans made by SLMI Holdings, LLC to Harry
Thompson (“Thompson”), Harlis Trust
(“Trust”), Wilon Resources Inc. (“Wilon”)
and/or Wilon Gathering System Inc. (“WGS”) described as
follows ( collectively the “SLMI Loans”
):
$500,000 in
financing given May 6, 2005 for construction of a natural gas
gathering system in Kentucky (the “Gathering System
Loan”), $300,000 mortgage on the Wilon business offices given
October 13, 2005 (the “Office Loan”), $175,000 in
financing given on October 24, 2006 to finance 176 acres of land in
West Virginia and to finance the placement of a natural gas
treatment station (the “WV Loan”); these loans include
that certain Amendment to Loan Agreements dated August 2, 2006,
that certain Receipt for Shares Pledged as Collateral dated
December 8, 2007 and that certain Second Amendment to Loan
Agreements dated January 27, 2009 (with 5 million Wilon shares
attached and pledged as additional collateral). Further, the
Borrowers and SLMI have agreed to special terms for assignment of
loan rights by SLMI and subsequent holders of the loans pursuant to
that Acknowledgment by Borrowers delivered Jan. 5, 2009.
B.
SLMI Options, LLC
is the holder of the above described SLMI Loans by virtue of an
assignment dated February 1, 2009 from its affiliate, SLMI
Holdings, LLC; and
C.
The SLMI Loans
expressly include cross-default and cross-collateralization terms
such that a default under any of the loans is a default under all,
and that collateral given for one loan is collateral for all;
and
D.
February 1, 2007
was the maturity date for the above referenced WV Loan, its balance
was not paid and resulted in all SLMI Loans being in default as of
February 1, 2007 with written notice of same being delivered to
Thompson, the Trust, Wilon and WGS on March 12, 2008;
and
E.
The SLMI Loans
remain in default, these defaults have not been cured and
are
continuing (the
“Existing Defaults”); and
F.
As of May 31,
2009, the indebtedness due under the SLMI Loans was $1,329,824,
including principal of $925,000 and interest of $404,824;
and
G.
Adventure has
been in negotiations to acquire the SLMI Loans, with such
negotiations culminating in Adventure seeking to acquire SLMI
Options, LLC from Owner rather than acquiring the SLMI Loans
directly, this acquisition is made with the understanding that SLMI
Options, LLC shall continue to be the sole holder and owner of the
SLMI Loans ; and
H.
Owner is willing
to sell all outstanding units of ownership in SLMI Options, LLC
(the“Lender Units”) on the terms provided
herein.
NOW,
THEREFORE , and in consideration of the
sum of Ten Dollars ($10.00), and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by the parties hereto, the parties, intending
to be and being legally bound hereby, acknowledge and agree as
follows:
1.
Recitals. The parties agree that the foregoing recitals are
true and correct and are by this reference made a part of this
Agreement.
2.
Definitions. For purposes of this Agreement, Thompson, the
Trust, Wilon and WGS are collectively referred to as
“Borrower and Guarantor.”
3.
Adventure Commitment to Buy & Owner Commitment to Sell the
Lender Units
(a) Adventure
covenants to purchase the Lender Units for the consideration
described below. Adventure acknowledges that the SLMI Loans were
originated by Owner; that owner assigned all of its rights in same
to SLMI Options, LLC; that said assignment was expressly without
recourse to Owner; and that neither Lender, Adventure or any
subsequent assignee shall have any recourse to Owner for any amount
owing under the SLMI Loans. Adventure further acknowledges that it
has examined the Lender and SLMI Loans; and that it is reaching its
decision to purchase same without reliance on any representation by
Owner other than the representation that Lender is the sole owner
of the SLMI Loans, that an aggregate of $50,000 has been paid on
said loans (which amount was applied to principal) and that Owner
is the sole owner of SLMI Options, LLC (also referred to as Lender
herein). Adventure further waives any right of recourse to Owner
that might arise under the Uniform Commercial Code or any other law
with respect to the SLMI Loans and acknowledges that the Lender
Units are to be conveyed without recourse to Owner for payment of
any amount due under the SLMI Loans.
(b) Owner
covenants to sell SLMI Options, LLC (with the SLMI Loans remaining
owned solely by SLMI Options, LLC) to Adventure for the
consideration described below.
4. Purchase
Price . Adventure agrees to pay the following consideration
herewith in return for conveyance of the Lender Units:
(a) $1,000,000
payable by secured promissory note in form attached as Exhibit 1
hereto (the “Secured Note”) By December 31, 2010,
Adventure shall have paid at least $250,000 in cash toward the
Secured Note. By December 31, 2011, Adventure shall have paid at
least $200,000 more. By December 31, 2012, Adventure shall have
paid at least $300,000 more. All unpaid principal and interest
shall be due no later than December 31, 2013. To the extent
Adventure tenders proceeds from dispositions of real estate
collateral on the SLMI Loans (which dispositions shall require the
written consent of Owner), said payments shall be applied toward
the Secured Note, but they shall not reduce the minimum
installments required for years 2010 through 2012. From January,
2010 to December, 2013, a minimum monthly cash installment of
$4,000 shall be paid by Adventure on the Secured Note until it is
paid in full. .
(b)
Contemporaneous issuance of 1.5 million ADVE.OB common shares to
Owner (currently selling at $0.05 per share); and
(c) Other
consideration and security provided elsewhere in this
agreement.
5. Additional
Security and Collateral for the Secured Note and the
covenants
hereunder :
(a) Adventure
shall issue 1 million shares of Series A Preferred Stock at the
stated value of One Dollar ($1.00) per share in the name of Owner
and deliver same to Owner contemporaneously herewith. These shares
shall be convertible into 10 million voting common shares of
Adventure in an Event of Default under this Agreement. The
preferred shares shall be voting (1 for 1 basis) and shall include
the right to appoint a non-voting, ex-officio member of the Board
of Directors who shall also be a non-voting, ex-offico member of
all committees of the Board. While Adventure is in good standing on
its obligations to Owner, the Company’s Board of Directors
shall be limited to 3 voting members and the Series A Preferred
shares are entitled to 1 vote per share on all matters requiring
the vote of common and preferred shareholders. Upon an Event
of
Default (after
expiration of the applicable cure period) under Adventure’s
obligations to Owner, the Series A Preferred Shares shall have the
right to appoint 3 additional members to the Board of Directors
such that the board shall consist of 6 voting members with
Owner’s ex-officio member being empowered to cast a vote to
break any tie. Owner may not designate immediate family members,
relatives, Richard Williams or any individual with a criminal
history as a board member. Contemporaneous with this Agreement,
Adventure shall amend its articles and bylaws consistent with this
paragraph; Owner consents to the amended articles format set forth
on attached Exhibit 2.
(b) Adventure
shall execute and deliver to Owner a Comprehensive
Security
Agreement pledging all of
Adventure’s tangible and intangible property with said
agreement being in the form attached as Exhibit 3 (the
“Adventure Security Agreement”). Owner shall be
authorized to file UCC Financing Statements in all jurisdictions in
which Adventure has or is expected to have a property interest.
Further, Adventure hereby pledges the Lender Units as security,
gives custody of same to Owner and grants owner an irrevocable
proxy to vote said units in an Event of Default.
(c) Issuance
of 300,000 Shares of Series B Preferred Shares convertible into
3,000,000 common shares of Adventure . Within 15 days of this
date, Adventure shall issue three hundred thousand (300,000) Series
B Preferred Shares to Owner (or any assignees designated by Owner)
that are convertible into 3 million (3,000,000) common shares of
Adventure. The consideration due Adventure for same shall be one
dollar ($1.00) per share payable with a non-recourse non-negotiable
promissory note due on the
5 year
anniversary of this Agreement and secured by the preferred shares
themselves. The conversion rights shall expire on the same 5 year
anniversary, and no conversions may be exercised prior to paying
the promissory note. The terms of said note and related stock
pledge agreement are set out in attached Exhibit 4. Contemporaneous
with this Agreement, Adventure shall amend its articles and bylaws
consistent with this paragraph.
(d) Future
Financing . From this date until the later of full payment of
the Adventure’s obligations to Owner or the 3 year
anniversary of this date, upon any financing by Adventure by sale
of its Common Stock or Common Stock Equivalents (a
“Subsequent Financing”), Owner shall have the right to
participate in up to 100% of such Subsequent Financing (the
“Participation Maximum”). At least 15 Trading Days
prior to the closing of the Subsequent Financing, Adventure shall
deliver to Owner a written notice of its intention to effect a
Subsequent Financing (“Pre-Notice”), which Pre-Notice
shall ask such Owner if it wants to review the details of such
financing (such additional notice, a “Subsequent Financing
Notice”). Upon the request of Owner, and only upon a request
by such Owner, for a Subsequent Financing Notice, Adventure shall
promptly, but no later than 3 Trading Days after such request,
deliver a Subsequent Financing Notice to Owner. The Subsequent
Financing Notice shall describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended
to be raised thereunder, the Person with whom such Subsequent
Financing is proposed to be effected, and attached to which shall
be a term sheet or similar document relating thereto. If by 6:30
p.m. (Eastern time) on the third Trading Day after the Owner has
received the Pre-Notice, notifications by Owner of their
willingness to participate in the Subsequent Financing (or to cause
their designees to participate) is, in the aggregate, less than the
total amount of the Participation Maximum, then Adventure may
effect the remaining portion of such Subsequent Financing on the
terms and to the Persons set forth in the Subsequent Financing
Notice. If Adventure receives no notice from Owner as of such third
Trading Day, such Seller shall be deemed to have notified Adventure
that it does not elect to participate. In addition to the
foregoing, Adventure agrees to inform Owner in advance of
transactions that will potentially dilute Owner’s interest in
Adventure, and to give Owner full opportunity to make investments
in Adventure contemporaneous with said transactions so as to avoid
dilution of Owner’s position.
6. Ongoing
Covenants of Adventure . In order to induce Owner to enter into
this Agreement, Adventure covenants to maintain the following for
the duration of this Agreement:
(a) No part of
the real property pledged as collateral for the SLMI Loans
collateral shall be sold or disposed of without Lender’s
consent;
(b) No material
adverse change in Adventure’s financial condition or business
shall occur;
(c) Adventure
will allow Owner and its designees, at any time, to inspect, or to
make copies of and extracts from any and all books, records and
other papers in possession of Adventure or its affiliates
pertaining to their business, and any obligations due Owner, and
upon the request of Owner, will deliver to Owner all such books,
records and papers and furnish other documents requested by
Owner;
(d) Adventure
shall keep the maximum amount of common shares outstanding (after
warrants and conversion rights are deemed exercised into common
shares) to be under forty-five million (45,000,000);
(e) Adventure
shall not amend its Articles of Incorporation, nor shall it
recapitalize its stock by stock split, reverse split or otherwise
without the written consent of Owner, which consent shall not be
unreasonably withheld;
(f) Adventure
shall maintain no more than 3 voting members on its Board of
Directors until such time as Owner appoints additional members due
to an Event of Default, and Adventure’s bylaws shall set the
number of voting board members at seven.
(g) Adventure
shall not default in its payment or performance obligations due
Owner under the Secured Note, the Comprehensive Security Agreement
or the preferred shares issued under this Agreement; and
(h) Adventure
shall continue as a fully reporting public company listed on a US
stock exchange or as an Over The Counter stock, and remain in good
standing with federal and state regulatory authorities.
7. Event of
Default . In the event Adventure is in breach of any of its
obligations under this Agreement or any agreement attached hereto,
Owner shall give Adventure written notice of same and thereafter
Adventure shall have thirty (30) days to cure any monetary default
and forty-five (45) days to cure any non-monetary default in
performance. Any breach that remains uncured after the cure period
lapses shall be an Event of Default (an “Event of
Default”).
8. Notices
. All notices and other communications required or permitted under
this Agreement shall be in writing and, if mailed by prepaid
first-class mail, certified mail, return receipt requested, shall
be deemed to have been received on the earlier of the date shown on
the receipt or three (3) business days after the post-marked date
thereof. In addition, notices hereunder may be delivered by hand or
telefax in which event the notice shall be deemed effective when
delivered. All notices and other communications under this
Agreement shall be given to the parties hereto at the following
addresses:
(i) if to
Adventure, to:
Adventure Energy,
Inc.
c/o Wayne
Anderson
33 6
th
Street
S
Suite
600
St. Petersburg,
FL 33701
Telefax:
815-846-0755
(ii) if to Owner,
to:
SLMI Holdings,
LLC
c/o Nydia
Pinzon
PO Box
68
Roswell, GA
30077
Telefax:
770-992-1056
with a copy
to:
Attorney Mark P.
Groves
Groves Counsel,
P.A.
1870 The
Exchange, Suite 100
Atlanta, GA
30339-2021
Telefax:
404-935-6116
9.
Headings. The paragraph and subparagraph headings of this
Agreement are for convenience and reference only and shall not be
considered a part hereof, nor shall they be deemed to limit or
otherwise affect any of the terms or provisions hereof.
10. Time of
Essence. Time is of the essence of this Agreement and all of
the terms and conditions hereof.
11.
Attorneys’ Fees. In the event of any litigation
arising out of any breach or alleged breach of this Agreement, the
prevailing party shall be entitled to recover all costs, expenses
and reasonable attorneys’ fees incurred thereby in connection
with such litigation, including without limitation any trial or
appeal.
12.
Amendments. This Agreement may not be modified, altered or
amended except by agreement in writing signed by each of the
parties hereto.
13. Entire
Agreement. This Agreement, together with the SLMI Loans,
embodies the entire understanding and agreement between the parties
hereto and thereto with respect to the subject matter hereof and
thereof and supersedes all prior agreements, understandings and
inducements, whether expressed or implied, oral or written. The
parties hereto represent and warrant that parol evidence is not
necessary to establish any terms, covenants or conditions of this
Agreement.
14. Governing
Law. The parties hereby acknowledge and agree that this
Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia. Further, Adventure acknowledges that
there is no adequate remedy at law for many of the covenants given
to induce Owner into this agreement, and that Owner shall be
entitled to equitable remedies to compel Adventure’s
performance.
15.
Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled
by arbitration administered by the American Arbitration Association
in Atlanta under its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. The parties also agree that the that
either party may require that the AAA Expedited Procedures shall
apply, or that the AAA Optional Rules for Emergency Measures of
Protection shall apply, or that both shall apply.
16.
Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or be invalid under applicable
law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this
Agreement.
17. Successors
and Assigns. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective
successors and assigns.
18.
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but taken
together shall constitute one agreement.
19. Place of
Execution. The undersigned each hereby certify that this
Agreement as been executed by Adventure and Owner in the State of
Georgia.
IN WITNESS
WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered under seal
as of the date first written above.
ADVENTURE:
ADVENTURE ENERGY,
INC.
By: /s/ Wayne
Anderson
Its:
President
OWNER:
SLMI HOLDINGS,
LLC
By: /s/ Nydia
Pinzon Tisdale
Its:
Manager
EXHIBIT 1
(SECTION 4A)
SECURED NOTE FROM ADVENTURE
EXHIBIT 2
(SECTION 5A)
SERIES A PREFERRED STOCK TERMS
EXHIBIT 3
(SECTION 5B)
SECURITY AGREEMENT FROM
ADVENTURE
EXHIBIT 4
(SECTION 5C)
NONRECOURSE NOTE AND STOCK
PLEDGE
[EXHIBIT 1
(SECTION 4A)]
SECURED NOTE
US $1,000,000
September 4, 2009
FOR VALUE
RECEIVED, the undersigned ("Borrower") promises to pay to the order
of SLMI HOLDINGS, LLC, a Nevada limited liability company, the
principal sum of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00US).
1.
Defined Terms. As used
in this Note, (i) the term "Lender" means the holder of this Note,
(ii) the term "Indebtedness" means the principal of, interest on,
or any other amounts due at any time under, this Note, the Security
Instrument or any other Loan Document, including prepayment
premiums, late charges, default interest, and advances to protect
the security, and (iii) a "Business Day" means any day other than a
Saturday, Sunday or any other day on which Lender is not open for
business.
2. Address for
Payment. All payments due under this Note shall be payable at c/o
Nydia Tisdale, PO Box 68, Roswell, GA 30077 , or such other place
as may be designated by written notice to Borrower from or on
behalf of Lender.
3. Payment of
Principal and Interest. Principal and interest shall be paid as
follows:
(a) Interest
shall accrue at three percent (3.0%) per annum. Interest shall
accrue and shall be due and payable upon maturity of this
Note.
(b) The principal
amount of this note is $1,000,000 and interest shall not be added
to principal or compounded.
(c) From January,
2010 to December, 2013, a minimum monthly cash installment of
$4,000 shall be paid by Borrower on the Note until it is paid in
full. No later than December 31, 2010, the aggregate of
Borrower’s payments shall have reduced the principal balance
to $750,000 or less. No later than December 31, 2011, the aggregate
of Borrower’s payments shall have reduced the principal
balance to $550,000 or less. No later than December 31, 2012, the
aggregate of Borrower’s payments shall have reduced the
principal balance to $250,000 or less. The $4,000 minimum
installments shall be due on the 5 th
of the
month.
(d) All
outstanding principal and accrued interest shall be due and payable
ON DECEMBER 31, 2013; the stated due date shall also be referred to
as the "Maturity Date". The unpaid principal balance shall continue
to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid
in full.
4. Application of
Payments. If at any time Lender receives, from Borrower or
otherwise, any amount applicable to the Indebtedness which is less
than all amounts due and payable at such time, Lender may apply
that payment to amounts then due and payable in any manner and in
any order determined by Lender, in Lender's discretion. Borrower
agrees that neither Lender's acceptance of a payment from Borrower
in an amount that is less than all amounts then due and payable nor
Lender's application of such payment shall constitute or be deemed
to constitute either a waiver of the unpaid amounts or an accord
and satisfaction.
5. Security. The
Indebtedness is secured, among other things, by a Comprehensive
Security Agreement dated as of the date of this Note (the "Security
Instrument"), and reference is made to the Security Instrument for
other rights of Lender concerning the collateral for the
Indebtedness.
6. Acceleration.
If an Event of Default has occurred and is continuing, the entire
unpaid principal balance, any accrued interest, the prepayment
premium payable under Paragraph 10, if any, and all other amounts
payable under this Note and any other Loan Document shall at once
become due and payable, at the option of Lender, without any prior
notice to Borrower. Lender may exercise this option to accelerate
regardless of any prior forbearance.
7. Late Charge.
No late charge shall apply to payments due under this
Note.
8. Default Rate.
So long as any monthly installment or any other payment ue
under this Note remains past due for 30 days or more, interest
under this Note shall accrue on the unpaid
principal balance from the earlier of the due date of the first
unpaid monthly installment or other payment due, as applicable, at
a rate (the "Default Rate") equal to the lesser of 10 percentage
points above the rate stated in the first paragraph of this Note or
the maximum interest rate which may be collected from Borrower
under applicable law. If the unpaid principal balance and all
accrued interest are not paid in full on the Maturity Date, the
unpaid principal balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate. Borrower also
acknowledges that its failure to make timely payment will cause
Lender to incur additional expenses in servicing and processing the
Loan, that, during the time that any payment under this Note is
delinquent for more than 5 days, Lender will incur additional costs
and expenses arising from its loss of the use of the money due and
from the adverse impact on Lender's ability to meet its other
obligations and to take advantage of other investment
opportunities, and that it is extremely difficult and impractical
to determine those additional costs and expenses. Borrower also
acknowledges that, during the time that any monthly installment or
other payment due under this Note is delinquent for more than 30
days, Lender's risk of nonpayment of this Note will be materially
increased and Lender is entitled to be compensated for such
increased risk. Borrower agrees that the increase in the rate of
interest payable under this Note to the Default Rate represents a
fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional costs and
expenses Lender will incur by reason of the Borrower's delinquent
payment and the additional compensation Lender is entitled to
receive for the increased risks of nonpayment associated with a
delinquent loan.
9. Notice.
Borrower’s notice address is indicated
by Borrower’s signature below. Notice may also be sent via
Borrower ’
s fax number then
in effect.
10. Prepayment.
Borrower may prepay this Note in full or in part at any time
without penalty.
11. Costs and
Expenses. Borrower shall pay on demand all expenses and costs,
including fees and out-of-pocket expenses of attorneys and expert
witnesses and costs of investigation, incurred by Lender as a
result of any default under this Note or in connection with efforts
to collect any amount due under this Note, or to enforce the
provisions of any of the other Loan Documents, including those
incurred in post-judgment collection efforts and in any bankruptcy
proceeding (including any action for relief from the automatic stay
of any bankruptcy proceeding) or judicial or non-judicial
foreclosure proceeding.
12. Forbearance.
Any forbearance by Lender in exercising any right or remedy under
this Note, the Security Instrument, or any other Loan Document or
otherwise afforded by applicable law, shall not be a waiver of or
preclude the exercise of that or any other right or remedy. The
acceptance by Lender of any payment after the due date of such
payment, or in an amount which is less than the required payment,
shall not be a waiver of Lender's right to require prompt payment
when due of all other payments or to exercise any right or remedy
with respect to any failure to make prompt payment. Enforcement by
Lender of any security for Borrower's obligations under this Note
shall not constitute an election by Lender of remedies so as to
preclude the exercise of any other right or remedy available to
Lender.
13. Waivers.
Presentment, demand, notice of dishonor, protest, notice of
acceleration, notice of intent to demand or accelerate payment or
maturity, presentment for payment, notice of nonpayment, grace, and
diligence in collecting the Indebtedness are waived by Borrower,
Key Principal, and all endorsers and guarantors of this Note and
all other third party obligors.
14. Loan Charges. Borrower
agrees to pay an effective rate of interest equal to the sum of the
interest rate provided for in this Note and any additional rate of
interest resulting from any other charges of interest or in the
nature of interest paid or to be paid in connection with the loan
evidenced by this Note and any other fees or amounts to be paid by
Borrower pursuant to any of the other Loan Documents. Neither this
Note nor any of the other Loan Documents shall be construed to
create a contract for the use, forbearance or detention of money
requiring payment of interest at a rate greater than the maximum
interest rate permitted to be charged under applicable law. If any
applicable law limiting the amount of interest or other charges
permitted to be collected from Borrower in connection with the Loan
is interpreted so that any interest or other charge provided for in
any Loan Document, whether considered separately or together with
other charges provided for in any other Loan Document, violates
that law, and Borrower is entitled to the benefit of that law, that
interest or charge is hereby reduced to the extent necessary to
eliminate that violation. The amounts, if any, previously paid to
Lender in excess of the permitted amounts shall be applied by
Lender to reduce the unpaid principal balance of this Note. For the
purpose of determining whether any applicable law limiting the
amount of interest or other charges permitted to be collected from
Borrower has been violated, all Indebtedness that constitutes
interest, as well as all other charges made in connection with the
Indebtedness that constitute interest, shall be deemed to be
allocated and spread ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and
spreading shall be effected in such a manner that the rate of
interest so computed is uniform throughout the stated term of the
Note.
15. Commercial
Purpose. Borrower represents that the Indebtedness is being
incurred by Borrower solely for the purpose of carrying on a
business or commercial enterprise, and not for personal, family or
household purposes.
16. Counting of
Days. Except where otherwise specifically provided, any reference
in this Note to a period of "days" means calendar days, not
Business Days.
17. Governing
Law. This Note shall be governed by the law of the State
of
Georgia.
18. Captions. The
captions of the paragraphs of this Note are for convenience only
and shall be disregarded in construing this Note.
19. Notices. All
notices, demands and other communications required or permitted to
be given by Lender to Borrower pursuant to this Note shall be given
in accordance with the Security Instrument.
20. Arbitration.
Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in Atlanta
under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The parties also agree that either party may
require that the AAA Expedited Procedures shall apply, or that the
AAA Optional Rules for Emergency Measures of Protection shall
apply, or that both shall apply.
21. WAIVER OF TRIAL BY JURY.
BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY
WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS
TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT
EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY
IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.
IN WITNESS
WHEREOF, Borrower has signed and delivered this Note or has caused
this Note to be signed and delivered by its duly authorized
representative.
BORROWER
ADVENTURE ENERGY, INC.
Adventure Energy, Inc.
c/o Wayne
Anderson
33 6
th
Street South,
Suite 600
St. Petersburg FL
33701
By: /s/ Wayne Anderson
Fax: 815-846-0755
Wayne Anderson,
Pres.
[corporate seal]
EXHIBIT 2
(SECTION 5A)]
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
ADVENTURE ENERGY, INC.
DESIGNATION, PREFERENCES AND OTHER RIGHTS
AND QUALIFICATIONS
OF
SERIES A PREFERRED STOCK
Pursuant to Section 607.1006 of the Florida
Business Corporation Act, the undersigned, being the President of
ADVENTURE ENERGY, INC., a Florida corporation (the
“Corporation”), bea
