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CORONADO ACQUISITIONS, LLC NON INTEREST BEARING PROMISSORY NOTE DUE DECEMBER 31, 2012

Promissory Note

CORONADO ACQUISITIONS, LLC NON INTEREST BEARING PROMISSORY NOTE DUE DECEMBER 31, 2012 | Document Parties: UNIVERSAL HOLDINGS INC | Coronado Acquisitions, LLC | Westmoore Lending Opportunities, LLC | Westmoore Lending, LLC You are currently viewing:
This Promissory Note involves

UNIVERSAL HOLDINGS INC | Coronado Acquisitions, LLC | Westmoore Lending Opportunities, LLC | Westmoore Lending, LLC

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Title: CORONADO ACQUISITIONS, LLC NON INTEREST BEARING PROMISSORY NOTE DUE DECEMBER 31, 2012
Governing Law: California     Date: 9/22/2009

CORONADO ACQUISITIONS, LLC NON INTEREST BEARING PROMISSORY NOTE DUE DECEMBER 31, 2012, Parties: universal holdings inc , coronado acquisitions  llc , westmoore lending opportunities  llc , westmoore lending  llc
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Exhibit 10.2

 

CORONADO ACQUISITIONS, LLC

NON INTEREST BEARING PROMISSORY NOTE

DUE DECEMBER 31, 2012

 

 

$3,250,000.00      

 May 31,  2009

                                  

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").

 

1.  Method of Payment .

 

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.

 

3.  Covenants .

 

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.

 

 

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(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.

 

 

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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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