EXTENSION AGREEMENT
Exhibit 10.38
THIS EXTENSION AGREEMENT (the “Agreement”), dated as of this 31st day of March, 2009 by and
between CAPTERRA FINANCIAL GROUP, INC, formerly known as ACROSS AMERICA REAL ESTATE CORP., a
Colorado corporation, having an office at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
(“The Company”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office
at 000 Xxxx Xxxxxxxx Xxx., Xxxx Xxxxxxx, Xxxxxxxx 00000 (“BOCO”).
WITNESSETH:
WHEREAS, The Company has executed and delivered to BOCO a certain Promissory Note evidencing
indebtedness by the Company to BOCO, specifically: that certain Promissory Note dated June 4, 2008
and as extended on September 2, 2008 between BOCO and the Company in the amount of $1,000,000,
(hereinafter referred to as the “Note”); and
WHEREAS, the Company wishes to extend the term of this Note and BOCO agrees to do so as
indicate herein.
NOW, THEREFORE, in consideration of the premises set forth herein above, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending
to be legally bound, the parties hereto do hereby mutually and expressly understand and agree as
follows:
1. Extension. The parties hereto agree that the following Note shall be extended as
indicated herein: that certain Promissory Note dated June 4, 2008 and as extended on September 2,
2008 between BOCO and the Company in the amount of $1,000,000 is extended to the close of business
on September 25, 2009.
2. Extension Fee. In consideration of the extension of the Note to the close of
business on September 25, 2009, the Company will grant a warrant to BOCO to purchase a total of
500,000 common shares at a price of $.25 per share until October 30, 2012.
3. Additional Note Extension. The Note may be extended, in whole or in part, for an
additional six months, upon written notice to BOCO from the Company of the Company’s intention to
extend and written notice by the Company to BOCO of the amount of the Note to be extended. In
consideration of this additional extension of the Note, the Company will grant an additional
warrant to BOCO to purchase up to 200,000 common shares at a price of $.25 per share for a period
of three years from the date of the extension of the Note. The exact amount of common shares
subject to the warrant will be prorated to the total percentage of the Note to be extended.
4. Ratification. Except as modified by this Agreement, all of the terms of the Notes
are ratified and reaffirmed and remain in full force and effect.
5. Inurement. The terms and conditions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
6. Governing Law. The terms and conditions of this Agreement shall be governed by the
applicable laws of the State of Colorado.
IN WITNESS WHEREOF the parties hereto have each caused this Agreement to be executed by their
respective duly authorized representatives, as of the day and year first above written.
respective duly authorized representatives, as of the day and year first above written.
THE COMPANY: | ||||
CAPTERRA FINANCIAL GROUP, INC | ||||
Formerly known as | ||||
ACROSS AMERICA REAL ESTATE CORP., | ||||
a Colorado corporation | ||||
By: | /s/ | |||
Name: Xxxxx X. Xxxxxxx, III | ||||
Title: President | ||||
BOCO: | ||||
BOCO INVESTMENTS, LLC, | ||||
a Colorado limited liability company | ||||
By: | /s/ | |||
Name: Xxxxxx Xxxxxxx | ||||
Title: Chief Executive Officer |