Exhibit 10.2
CORONADO ACQUISITIONS,
LLC
NON INTEREST BEARING PROMISSORY
NOTE
DUE DECEMBER 31,
2012
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$3,250,000.00
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May 31, 2009
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THIS NOTE IS ISSUED PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
OF 1933 (THE "ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS. IT CAN NOT BE SOLD, HYPOTHECATED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES UNLESS REGISTERED
PURSUANT TO THE ACT AND QUALD7MED UNDER APPLICABLE STATE LAW OR, TN
THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO MAKER, AN EXEMPTION
THEREFROM IS AVAILABLE.
FOR VALUE RECEIVED, the undersigned,
Coronado Acquisitions, LLC, with an address at 499 N. Canon Dr
suite 202 Beverly Hills, CA 90210, ("Maker"), promises to pay to
Matthew Jennings as agent for Capital Asset Lending, lac, a
California corporation, Westmoore Lending, LLC, a California
limited liability company, Westmoore Lending Opportunities, LLC, a
California limited liability company with an address at c/o Matthew
Jennings 1353 Old Temescal Rd, Suite 108 Corona CA 92881 ("Payee"),
on December 31 2012, or sooner as otherwise provided herein (the
"Maturity Date"), the principal amount of Three Million Two Hundred
and Fifty Thousand ($3,250,000.00) Dollars in lawful money of the
United Slates of America (the "Principal"). This Note bears no
interest (the "Interest").
Maker will pay Principal in money of
the United States that at the time of payment is legal tender for
the payment of public and private debts. AH payments shall be sent
to Payee at its address 6rst set forth above or such other address
as Payee shall notify Maker pursuant to the provisions of P
aragraph 10 (h) below.
Anything to the contrary notwithstanding, Maker, at its option, may
pay Principal in shares of a publicly listed company (mergee) at
the rate of one dollar and fifty cents ($1.55) per share provided
mergee is in current status with its SEC filing requirements and at
the time of tender is quoted on the OTCBB. Shares issued to Sellers
shall be duly and validly issued and shall be fully paid and
non-assessable.
Maker covenants and agrees that from
and after the date hereof and until the date of repayment in full
of the Obligations it shall comply with the following
conditions:
(i) Maintenance of Existence
and Conduct of Business. Maker shall, and shall cause each of its
subsidiaries, if any, to (A) do or cause to be done all things
necessary to preserve and keep in full force and effect its
corporate existence and rights; and (B) continue to conduct its
business so that the business carried on in connection therewith
may be properly and advantageously conducted at all
times.
(ii) Books and Records. Maker
shall, and shall cause each of its subsidiaries, if any, to keep
adequate books and records of account with respect to its business
activities.
(iii) Insurance. Maker shall,
and shall cause each of its subsidiaries, if any, to maintain
insurance policies insuring such risks as are customarily insured
against by companies engaged in businesses similar to those
operated by Maker or such subsidiaries, if any, as the case may be.
All. such policies are to be carried with reputable insurance
carriers and shall be in such amounts as are customarily insured
against by companies with similar assets and properties engaged in
a similar business.
(iv) Compliance with Law. Maker
shall, and shall cause each of its subsidiaries, if any, to comply
in all material respects with all federal, state and local laws and
regulations applicable to it or such subsidiaries, as the case may
be, which, if breached, would have a material, adverse effect on
Maker's or such subsidiaries', as the case may be, business or
financial condition.
(v) Compliance with Material
Agreements and Financial Obligations. All of the terms of Maker's
and/or its subsidiaries', if any, and affiliates', material
agreements and financial obligations shall be complied with, and
each of them shall be kept in full force and effect in accordance
with their respective terms
4. Reorganization of
Maker .
If Maker is party to a merger,
consolidation or a transaction in which it is not the surviving or
continuing entity or transfers or leases all or substantially all
of its assets, the person who is the surviving or continuing entity
or is the transferee or lessee of such assets shall assume the
terms of this Note and the Obligations.
5. Representations,
Warranties, Covenants and Acknowledgements of Maker
.
Maker represents and warrants that:
(i) it, and, each of its subsidiaries, if any, is a corporation
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all requisite
power to carry on its business as now conducted and to own its
properties and assets it now owns; (ii) it, and each of its
subsidiaries, if any, is duly qualified or licensed to do business
as a foreign corporation in good standing in the jurisdictions in
which ownership of property or the conduct of its business requires
such qualification except jurisdictions in which the failure to
qualify to do business will have no material adverse effect on its
business, prospects, operations, properties, assets or condition
(financial or otherwise); (Hi) it, and each of its subsidiaries, if
any, and/or affiliates thereof, holds all material licenses and
otherwise complies with all material laws, rules and regulations
required to permit it to own its property and conduct its business
in the jurisdictions in which it owns its property and conducts its
business; (iv) it has full power and authority to execute and
deliver this Note, and that the execution and delivery of this Note
will not result in the breach of or default under, with or without
the giving of notice and/or the passage of time, any other
agreement, financial instrument, arrangement or indenture to which
it is a party or by which, it may be bound, or the violation of any
law, statute, rale, decree, judgment or regulation binding upon it;
(v) it, and each of its subsidiaries, if any, is in material
compliance with all of its financial obligations and all of its
material agreements; (vi) there is no material action., suit,
proceeding, or investigation pending or currently threatened
against it or any of its subsidiaries, if any; and (vii) it has
taken and will take all acts required, including but not limited to
authorizing the signatory hereof on its behalf to execute this
Note, so that upon the execution and delivery of this Note, it
shall constitute the valid and legally binding obligation of Maker
enforceable against Maker in accordance with the terms
thereof.
6. Defaults and
Remedies .
(a) Events of Default. The
occurrence or existence of any one or more of the following events
or conditions (regardless of the reasons therefor) shall constitute
an "Event of Default" hereunder:
(i) Maker shall fail to make
any payment of Principal when due and payable or declared due and
payable pursuant to the terms hereof;
(ii) Maker shall fail to
perform any other obligation and/or covenant as required by this
Note in accordance with the terms hereof and such failure to
perform shall not have been cured within fiv
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