EXHIBIT 10.1
THIS NOTE IS A SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO
THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT
TO RULE 144 OF SUCH ACT.
THE DATE OF THIS NOTE IS: August 16, 2002
FREEDOM OIL & GAS, INC.
$50,000.00 Convertible Secured Promissory Note
FREEDOM OIL & GAS, INC., a Nevada corporation (the "Company"
or "Maker"), and wholly-owned subsidiary of The Majestic Companies,
Ltd., a Nevada corporation ("Majestic"), for value received, hereby
promises to pay to the order of Xxxxxxx X. Xxxxx (the "Holder" or
"Investor") or order, the principal amount of Fifty Thousand Dollars
($50,000), with simple interest on the unpaid balance thereof from the
date hereof at the rate of twelve percent (12%) per annum. Accrued
interest on this Note shall be payable: monthly on the first day of
each month, beginning thirty (30) days after the date hereof. The
principal balance of this Note shall mature, together with any unpaid
and accrued interest, being due and payable, one hundred eighty (180)
days from the date of this Note (the "Due Date"). Payments of
interest and principal shall be made in lawful money of the United
States of America at Xxxxxx's address set forth on the signature page
hereto or at such other place in the United States as Holder shall
have designated to the Company in writing. This Note may be prepaid,
in whole or in part, before the Due Date without penalty. In the
event less than all of the principal amount of this Note is prepaid, a
new Note may be issued at Maker's election, representing the unpaid
principal amount with the same Due Date hereof. In the event Maker
fails to pay any sum due hereunder on the date when such payment is
due and payable as provided herein, after fifteen (15) days written
notice from Holder to Maker, Maker agrees to compensate Holder for
reasonable attorneys fees, court costs, and any other additional
charges Holder may incur as a result of such default.
1. Security Interest; Default.
1.1 Security Interest. As security for the performance of
the Company's obligations hereunder, the Company hereby grants to
Holder a first priority security interest in the following described
oil & gas lease(s), including any and all equipment and personal
property thereon and rights incident thereto (the "Collateral"):
approximately 6,000 gross acres of oil; & gas leases, El Grande
prospect, including the Edgmond #1 well, Xxxxxxxx County, Arkansas.
1.2 Default. The entire unpaid principal sum of this Note
and all accrued interest shall become due and payable upon (a) the
failure of the Company to perform any obligation hereunder where such
failure is not corrected within 15 days of written notice from Holder
of such failure, (b) execution by the Company of a general assignment
for the benefit of creditors, (c) the filing by or against the Company
of any petition in bankruptcy or any petition for relief under the
provisions of the federal bankruptcy act or any other state or federal
law for the relief of debtors and, in the case of an involuntary
petition filed against the Company, such petition is not dismissed
within 30 days of the filing thereof, or (d) the appointment of a
receiver or trustee to take possession of the property or assets of
the Company. Upon the occurrence of any such event of default, and
failure by the Company to cure such within fifteen (15) days of
written notice or occurrence, as the case may be, Holder may proceed
against the Collateral, and shall be entitled to all of the rights of
a secured party as set forth in Article 9 of the Texas Uniform
Commercial Code as then in effect.
1.3 Termination of Security Interest. Upon payment of this
Note in full the Security interest created hereby shall be terminated.
Holder covenants and agrees that, promptly after the termination of
the security interest created by this Note, Holder shall promptly
execute and file termination statements, if applicable or required,
and shall take such other actions as are reasonably requested by the
Company to evidence the termination of such security interest.
2. Option to Convert Note to Stock.
2.1 Conversion. Holder may elect to convert the unpaid
principal and accrued interest of this Note in whole or in part, from
time to time, into the Series A Preferred Stock of Majestic at the
rate of $.50 per share (or Common Stock at the rate of $.10 per common
share) (the "Shares").
2.2 Notice. Xxxxxx shall send written notice of his
election to convert to the Company and the amount of the Note being
converted, along with the registration information for the Shares.
The Company shall have 15 days to issue the certificate representing
the Shares to Holder.
3. Investment Representations. Holder represents and
warrants that:
3.1 Purchase for Own Account. This Note is being acquired
for Xxxxxx's own account, not as a nominee or agent, and not with a
view to resale or distribution of any part thereof, and Xxxxxx has no
present intention of selling, granting any participation in, or
otherwise distributing the same. Holder further represents that
Xxxxxx does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations
to any third person with respect to the Note and/or the Shares.
3.2. Disclosure. The Holder has been informed and is aware
that an investment in the Note involves a degree of risk and
speculation, and has been afforded an opportunity to meet with the
officers of the Company and to ask and receive answers to any
questions about the Collateral, and the business and affairs of the
Company, and to obtain any additional information which the Company
possesses or can acquire without unreasonable effort or expense that
is necessary to verify the accuracy of information provided, and has
therefore obtained, in the judgement of the Holder, sufficient
information to evaluate the merits and risks of an investment in the
Note and/or the Shares.
3.3. Risk Evaluation. On the basis of the review of the
information described above, and relying solely thereon and upon the
knowledge and experience of the Holder in business and financial
matters, the Holder has evaluated the merits and risks of investment
in the Note and/or the Shares and has determined that he is both
willing and able to undertake the economic risk of this investment.
3.4 Restricted Security. Holder understands that the Note
and the Shares are a "restricted security" under the federal
securities laws inasmuch as it is being acquired from the Company in a
transaction not involving a public offering and that under such laws
and applicable regulations such Note and/or the Shares may be resold
without registration under the Securities Act of 1933, as amended (the
"Act"), only in certain limited circumstances. In this connection,
Xxxxxx represents that Xxxxxx, or Xxxxxx's counsel, is familiar with
Securities and Exchange Commission Rule 144, as presently in effect,
and understand the resale limitations imposed thereby and by the Act.
4. Miscellaneous.
4.1 Notices. Any notice required or permitted under this
Note shall be given in writing and shall be deemed effectively given
upon personal delivery to the party to be notified or upon deposit
with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party at the address set forth
below for such party, or at such other address as either party may
designate by ten (10) days advance written notice to the other party.
4.2 Binding Effect. This Security Agreement shall bind and
inure to the benefit of the parties, their legal representatives,
successors and permitted assigns.
4.3 Amendments and Waivers. Any term of this Note may be
amended and the observance of any term of this Note may be waived
(either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and
Holder hereof. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon Holder of this Note and the Company.
4.4 Due Authorization. The execution and delivery of this
Note has been duly authorized by all necessary corporate action on
behalf of the Company.
4.5 Governing Law. This Note shall be governed by and
construed and enforced in accordance with the laws of the State of
Texas without giving effect to conflicts of law principles.
IN WITNESS WHEREOF, the Parties have set their hands, as of
the date first above written.
HOLDER: MAKER:
FREEDOM OIL & GAS, INC.
/S/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
By: : /S/ X. Xxxxx Xxxxx
X. Xxxxx Xxxxx, CEO
Address: Address:
0000 Xxxxxxxx Xx. 0000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
