Exhibit “A” to the
Bridge Loan Agreement
THE ISSUANCE
AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE LENDER, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT.
Unsecured Bridge Loan
Promissory Note
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$__________
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September __ , 2008
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FOR VALUE RECEIVED, DIAMOND SPORTS &
ENTERTAINMENT, INC., a Delaware corporation (hereinafter called the
“Borrower”), hereby promises to pay to the order of
FEDERAL SPORTS & ENTERTAINMENT, INC, INC., a Nevada corporation
(hereinafter called the “Lender”), 47395 Monroe Street,
#274, Indio, California _____, the principal sum of
____________________ Dollars ($__________) (the
“Loan”), in lawful money of the United States of
America and in immediately available funds.
1. The outstanding principal balance of this Note
shall be due and payable on the earliest to occur of (i) December
__, 2009 (the “Due Date”), which Due Date may be
extended by the Borrower and the Lender in writing, (ii) the
closing of any subsequent financing in favor of the Borrower that
results in gross proceeds to the Borrower of an amount equal to or
greater than the aggregate amount loaned to the Borrower under the
Bridge Loan Agreement (the “Bridge Loan Agreement”) of
even date herewith by and between the Borrower and the Lender and
(iii) the date of closing of the a merger between the Borrower and
the Lender, or an affiliate of the Lender (the
“Merger”), as contemplated by the term sheet between
the Borrower and Gottbetter Capital Markets, LLC, dated as of
December 12, 2007, as amended to date; provided ,
however , that upon the consummation of the Merger, all
indebtedness evidenced hereby shall be deemed canceled and paid in
full.
2. This Note shall not bear interest.
3. Upon an “Event of Default,” as
defined in the Bridge Loan Agreement, interest shall begin to
accrue on the unpaid principal balance of this Note at a rate of
fifteen percent (15%) per annum. Such default interest rate shall
continue until all defaults are cured.
4. This Note is subject to the terms of the Bridge
Loan Agreement. All capitalized and undef
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