DEBT EXCHANGE AGREEMENT
THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is made and entered into by
and among Explorations Group, Inc., a Delaware corporation ("Explorations"); The
Yankee Companies, LLC., a Florida corporation ("Yankees"); the Xxxxx Family
Spendthrift Trust, a Florida Trust (the "CFST"); and, the Xxxxxx Family
Spendthrift Trust, a Florida Trust (the "TFST"); Explorations, Yankees, the CFST
and the TFST being sometimes hereinafter collectively referred to as the
"Parties" or generically as a "Party").
PREAMBLE:
WHEREAS, Explorations owes Yankees the aggregate sum of $25,893.90,
including accrued interest, as evinced by the promissory notes annexed hereto
and made a part hereof as composite exhibit 0.1 (the "Explorations' Debt" and
the "Explorations' Notes," respectively); and
WHEREAS, Yankees owes the CFST the aggregate sum of $21,338.80, including
accrued interest, as evinced by the promissory notes annexed hereto and made a
part hereof as composite exhibit 0.2 (the "CFST Debt" and the "CFST Notes,"
respectively) and owes the TFST the aggregate sum of $21,338.80, including
accrued interest, as evinced by the promissory notes annexed hereto and made a
part hereof as composite exhibit 0.3 (the "TFST Debt" and the "TFST Notes,"
respectively; the CFST Debt, the CFST Notes, the TFST Debt and the TFST Notes
being collectively and generically hereinafter referred to as the "Yankees'
Debt" and the "Yankees' Notes," respectively); and
WHEREAS, Yankees desires to discharge a portion of the Yankees' Debt in an
amount equal to $23,393.90, by assigning to the CFST and the TFST, in equal,
severable shares, an equivalent amount of its rights under the Explorations'
Notes, and Explorations, the CFST and the TFST are agreeable to such assignment,
on the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
WITNESSETH:
Article I
Definitions
The following terms or phrases, as used in this Agreement, shall have the
following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which
provides as follows:
Accredited investor. "Accredited investor" shall mean any person who
comes within any of the following categories, or who the issuer
reasonably believes comes within any of the following categories, at
the time of the sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of
that Act; Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and
Page 163
maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions for
the benefit of its employees, if such plan has total assets in
excess of $5,000,000; employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 if the
investment decision is made by a plan fiduciary, as defined in
section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000;
(4) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of
that issuer;
(5) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as described
in ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(B) Commission:
The United States Securities and Exchange Commission.
(C) Exchange Act:
The Exchange Act of 1934, as amended.
(D) Florida Act:
The Florida Securities and Investor Protection Act.
(E) Florida Rule:
Florida Rule 3E-500.005, which provides as follows: "Disclosure
requirements of Section 517.061(11)(a)3., Florida Statutes.
(1) Transactions by an issuer which do not satisfy all of the conditions
of this rule shall not raise any presumption that the exemptions
provided by Section 517.061(11), Florida Statutes is not available for
such transactions. Attempted compliance with this rule does not act as
an election; the issuer can also claim the availability of Section
517.061(11), Florida Statutes, outside this rule.
Debt Exchange Agreement - 2
Page 164
(2) The determination as to whether sales of securities are part of a
larger offering (i.e., are deemed to be integrated) depends on the
particular facts and circumstances. In determining whether sales
should be regarded as part of a larger offering and thus should be
integrated, the facts described in Rule 3E-500.01 should be
considered.
(3) Although sales made pursuant to Section 517.061(11), Florida Statutes,
and in compliance with this rule, are exempt from the registration
provisions of this Act, such exemption does not avoid the antifraud
provisions of Sections 517.301 and 517.311, Florida Statutes.
(4) The provisions of this rule shall apply only to transactions which are
consummated with persons in the State of Florida.
(5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that
each purchaser, or his representative be provided with or given
reasonable access to full and fair disclosure of all material
information shall be deemed to be satisfied if either paragraphs
(5)(a) or (5)(b) are complied with:
(a) Access to or Furnishing of Information. Reasonable access to, or
the furnishing of, material information shall be deemed to have
been satisfied if prior to the sale a purchaser is given access
to the following information:
1. All material books and records of the issuer; and
2. All material contracts and documents relating to the
proposed transaction; and
3. An opportunity to question the appropriate executive
officers or partners ...."
(F) Securities Act:
The Securities Act of 1933, as amended.
(G) Additional definitions set forth in specific parts of this Agreement,
identifiable by the use of initial capitalization shall have the meaning
ascribed to them in conjunction with their initial use and definition.
Article II
Exchange & Settlement
(A) (1) Yankees hereby assigns to the CFST and the CFST hereby accepts in
partial payment of the Yankees Debt, $11,696.95, of the Explorations'
Debt (the "CFST Assigned Debt"), evinced by a partial assignment of
Yankees' rights under the Explorations' Notes equivalent thereto, the
transaction being effected without registration under the Securities
Act or the Florida Act, based on the exemption from registration
provided by Section 4(2) of the Securities Act and Section 517.061(11)
of the Florida Act.
(2) Yankees hereby assigns to the TFST and the TFST hereby accepts in
partial payment of the Yankees Debt, $11,696.95, of the Explorations'
Debt (the "TFST Assigned Debt," the CFST Assigned Debt and the TFST
Assigned debt being hereinafter collectively and generically referred
to as the "Assigned Debt"), evinced by a partial assignment of
Yankees' rights under the Explorations' Notes equivalent
Debt Exchange Agreement - 3
Page 165
thereto, the transaction being effected without registration under the
Securities Act or the Florida Act, based on the exemption from
registration provided by Section 4(2) of the Securities Act and
Section 517.061(11) of the Florida Act.
(3) The CFST and the TFST hereby accept the Assigned Debt, in partial
payment of the Yankees' Debt.
(B) (1) Yankees hereby exchanges the Explorations' Notes with Explorations for
three new notes to be issued directly by Explorations, the first to
Yankees in the principal sum of $2,500, the second to the CFST in the
principal sum of $11,696.95 and the third to the TFST in the principal
sum of $11,695.95, in each case in the form annexed hereto and made a
part hereof as exhibit II(B)(1) (collectively and generically
hereinafter referred to as the "Replacement Notes"), the receipt of
which by each Party is hereby acknowledged.
(2) The CFST and the TFST hereby exchange the Yankees' Notes for the
Replacement Notes and new notes to be issued by Yankees in a principal
amount equal to the difference between the principal balance of the
Replacement Notes and the Yankees Debt plus accrued interest thereon
in the form annexed hereto and made a part hereof as exhibit II(B)(2)
(the "Yankees' Replacement Notes"), the receipt of which is hereby
acknowledged.
(C)
As a material inducement to the exchange of the Yankees' Notes and the
Explorations' Notes for the Replacement Notes, Yankees, the CFST and the
TFST each hereby represent, warrant and covenant to Explorations, as
follows:
(1) It is familiar with the requirements for treatment as an "accredited
investor" under Rule 501 of Regulation D promulgated under the
Securities Act and meets one or more of the definitions of an
"accredited investor" contained therein and has, alone or together
with its advisors or representatives, if any, such knowledge and
experience in financial matters that it is capable of evaluating the
relative risks and merits of this Agreement, the text of Rule 501(a)
being set forth, in full, above;
(2) It acknowledges that it has, based on its own substantial experience,
the ability to evaluate the transactions contemplated hereby and the
merits and risks thereof in general and the suitability of the
transaction for it in particular;
(3) (a) It understands that the offer and issuance of the Replacement
Notes is being made in reliance on its representation that it has
reviewed Explorations' materials submitted to the NASD pursuant
to Exchange Act Rule 15c2-11 and Explorations' Audit, and, as a
result of its prior association with Explorations, has become
familiar with the information disclosed therein.
(b) It is fully aware of the material risks associated with becoming
an investor in Explorations and confirms that it was previously
informed that all documents, records and books pertaining to this
investment have been available from Explorations and that all
documents, records and books pertaining to this transaction
requested by it have been made available to it;
(4) It has had an opportunity to ask questions of and receive answers from
the officers of Explorations concerning the terms and conditions of
this Agreement and the transactions contemplated hereby, as well as
the affairs of Explorations and related matters;
(5) It has had an opportunity to obtain additional information necessary
to verify the accuracy of the information referred to above.
Debt Exchange Agreement - 4
Page 166
(6) It has represented to Explorations that it has the general ability to
bear the risks of the subject trans action and that it is a suitable
investor for a private offering, and it hereby affirms the correctness
of such information to Explorations;
(7) It acknowledges and is aware that:
(a) The Replacement Notes are a speculative investment with no
assurance that Explorations will be successful, or if successful,
that such success will result in payments to it or to realization
of capital gains by it on disposition of the Replacement Notes;
and
(b) The Replacement Notes to be issued to it have not been registered
under the Securities Act or under any state securities laws;
accordingly, it may have to hold them and may not be able to
liquidate, pledge, hypothecate, assign or transfer them; and
(8) It has obtained its own opinion from its legal counsel to the effect
that after an examination of the transactions associated herewith and
the applicable law, no action needs to be taken by either it or
Explorations in conjunction with this Agreement and the issuance of
the Replacement Notes in conjunction therewith, other than such
actions as have already been taken in order to comply with the
securities law requirements of its state of domicile, including the
safe harbor provided in conjunction with compliance with the Florida
Rule.
(D) As a material inducement to Explorations' exchange of the Explorations'
Notes for the Replacement Notes, the CFST, the TFST and Yankees hereby
represent and warrant to Explorations that no other person has any vested,
contingent or inchoate rights to the the Explorations Notes; that there are
no legal impediments to the exchange contemplated hereby; and that as a
result of such exchange, all prior rights under the Explorations Notes
exchanged hereby will be terminated and superseded by the Replacement
Notes.
(E) As a material inducement to Yankees' exchange of the Yankees' Notes for the
Replacement Notes, the CFST and the TFST hereby represent and warrant to
Yankees that no other person has any vested, contingent or inchoate rights
to the the Yankees' Notes; that there are no legal impediments to the
exchange contemplated hereby and that as a result of such exchange, all
prior rights under the Yankees Notes exchanged hereby will be terminated
and superseded by the Replacement Notes and the Yankees Replacement Notes.
Article III
General Provisions
3.1 Interpretation.
(A) When a reference is made in this Agreement to Schedules or Exhibits, such
reference shall be to a Schedule or Exhibit to this Agreement unless
otherwise indicated.
(B) The words "include," "includes" and "including" when used herein shall be
deemed in each case to be followed by the words "without limitation."
(C) The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
Debt Exchange Agreement - 5
Page 167
(D) The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
(E) All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and assigns
may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
3.2 Notice.
(A) All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
(1) To Explorations:
Explorations Group, Inc.
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X;
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx, President
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail Xxxxxxxx@xxxxxxxxxxx.xxx;
(2) Yankees:
The Yankee Companies, LLC.
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000;
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx Xxxxxx, Chief Executive Officer
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxx@xxxxxxxxxxxxxxx.xxx;
(2) The CFST:
The Xxxxx Family Spendthrift Trust.
0000 Xxxxxxxxx 00xx Xxxxxxx;
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx Xxxxx, Trustee
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxxxxxxx@xxxxxxx.xxx
(3) The TFST:
The Xxxxxx Family Spendthrift Trust.
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X;
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx Xxxxxx, Trustee
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxx@xxxxxxxxxxxxxxx.xxx
or such other address or to such other person as any Party shall designate
to the other for such purpose in the manner hereinafter set forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a transmission
receipt is retained.
Debt Exchange Agreement - 6
Page 168
(C) (1) The Parties acknowledge that Yankees serves as a strategic consultant
to Explorations and has acted as scrivener for the Parties in this
transaction but that Yankees is neither a law firm nor an agency
subject to any professional regulation or oversight.
(2) Yankees has advised Explorations, the CFST and the TFST to retain
independent legal and accounting counsel to review this Agreement and
its exhibits and incorporated materials on their behalf.
(3) The decision by any Party not to use the services of legal counsel in
conjunction with this transaction shall be solely at their own risk,
each Party acknowledging that applicable rules of the Florida Bar
prevent attorney Xxxxx X. Xxxxxx, who has reviewed, approved and
caused modifications on behalf of Yankees, from representing anyone
other than Yankees in this transaction.
3.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein, provided that it is understood that after
conclusion of the transactions contemplated hereby, Explorations Notes in
the aggregate amount of $2,500, will survive.
(B) Except as set forth in Section 3.3(A), all prior agreements with respect to
the subject matter discussed herein whether written or oral are merged
herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the substantive and
procedural laws of the State of Florida (other than those regulating taxation
and choice of law).
3.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal
or other expenses incidental thereto), contingent, current, or inchoate, to
which they or any one of them may become subject as a direct, indirect or
incidental consequence of any action by the indemnifying Party or as a
consequence of the failure of the indemnifying Party to act, whether
pursuant to requirements of this Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party shall be
entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations, trials or
appeals, whether or not any suit is instituted.
Debt Exchange Agreement - 7
Page 169
3.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any proceedings
pertaining directly or indirectly to the rights or obligations of the
Parties hereunder shall, to the extent legally permitted, be held in Xxxxxx
County, Florida, and the prevailing Party shall be entitled to recover its
costs and expenses, including reasonable attorneys' fees up to and
including all negotiations, trials and appeals, whether or not any formal
proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
shall, at the request of any Party, be exclusively resolved through the
following procedures:
(1) (a) First, the issue shall be submitted to mediation before a
mediation service in Xxxxxx County, Florida to be selected by lot
from three alternatives to be provided, one by Yankees, one by
the TFST and one by Explorations.
(b) The mediation efforts shall be concluded within ten business days
after their initiation unless the Parties unanimously agree to an
extended mediation period;
(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties shall submit the
dispute to binding arbitration before an arbitration service located
in Xxxxxx County, Florida to be selected by lot from three
alternatives to be provided, in the manner set forth above for
selection of mediators.
(3) (a) Expenses of mediation shall be borne equally by the Parties, if
successful.
(b) Expenses of mediation, if unsuccessful and of arbitration shall
be borne by the Party or Parties against whom the arbitration
decision is rendered.
(c) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration shall be borne equally by the Parties involved.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
3.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
Debt Exchange Agreement - 8
Page 170
(C) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement which
shall be the document filed with the Commission in conjunction with the
contemplated filing of Explorations' Form 10-SB under the Exchange Act.
3.12 License.
(A) This form of agreement is the property of Yankees and has been customized
for this transaction with the consent of Yankees.
(B) The use of this form of agreement by the Parties is authorized hereby
solely for purposes of this transaction.
(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
IN WITNESS WHEREOF, Explorations, Yankees, the CFST and the TFST have
caused this Agreement to be executed by themselves or their duly authorized
respective officers, all as of the last date set forth below:
Signed, Sealed and Delivered
In Our Presence:
Explorations Group, Inc.
/s/ Xxxx Xxxxxxx /s/ (A Delaware corporation)
_______________________________
/s/ Xxxxx Xxxxxxxx /s/
_________________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
(Corporate Seal)
Attest:/s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
Dated: May 31, 2002
/s/ Xxxxx Xxxxxxxx /s/ The Yankee Companies, LLC.
_________________________________ (a Florida limited liability company)
/s/ Pearl Audit /s/
_________________________________ By: /s/ Xxxxxxx Xxxxx Xxxxxx /s/
Xxxxxxx Xxxxx Xxxxxx,
Chief Executive Officer
Dated: May 31, 2002
Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
/s/ Xxxxxxx X. Xxxxxxx /s/ The Xxxxx Family Spendthrift Trust
_________________________________ (a Florida trust)
/s/ Pearl Audit /s/
_________________________________ By: /s/ Xxxxx Xxxxx Xxxxx /s/
Xxxxx Xxxxx Xxxxx, Trustee
Dated: May 31, 2002
/s/ Xxxx Xxxxxxx /s/ The Xxxxxx Family Spendthrift Trust
_________________________________ (a Florida trust)
/s/ Xxxxx Xxxxxxxx /s/
_________________________________ By: /s/ Xxxxxxx Xxxxx Xxxxxx /s/
Xxxxxxx Xxxxx Xxxxxx, Trustee
Dated: May 31, 2002
Debt Exchange Agreement - 9
Page 171
Exhibit 0.1
Full Recourse Secured Promissory Note
$20,394.35 April 9, 2002
FOR VALUE RECEIVED, Explorations Group, Inc., a publicly held Delaware
corporation with offices at Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000 ("Explorations"), hereby agrees to pay to
the order of The Yankee Companies, LLC., a Florida limited liability company,
with offices at The Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000; Xxxx Xxxxx, Xxxxxxx 00000 ("Yankees"), the principal sum of $20,394.35,
yielding interest commencing to run from the date hereof at a compound annual
rate of 2% over the prime rate charged during the subject period by Citibank
Bank, N.A. (New York City) or its successor in interest to its most favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:
Terms:
1. INCORPORATED TERMS
(a) The terms and provisions of the loan agreement entered into between
Explorations and Yankees on April 9, 2002, a copy of which is annexed
hereto and made a part hereof as exhibit 1 (the "Loan Agreement"), are
hereby incorporated by reference as if here fully set forth.
(b) Any provisions in this Note dealing with a subject or object also
dealt with in the Loan Agreement shall, to the extent of any
inconsistencies, be deemed to provide Yankees with additional rights
and options which will be exercisable in Yankees' sole discretion.
2. PAYMENTS & COLLATERAL
(a) This Note shall be for a term of one (1) year and shall thereafter be
payable upon written demand by Yankees.
(b) Upon demand, payment shall be made at the offices of Yankees or at
such other address as Yankees may designate for such purpose.
(c) This Promissory Note is secured by all of the Assets of Explorations.
3. ACCELERATION
In the event that any payment due hereunder is not made when due, or on the
occurrence of any one or more of the events of Default specified in the Loan
Agreement, the entire unpaid principal, all accrued interest and any related
reimbursements for costs and expenses shall immediately become due and payable,
without notice or demand, at the option of the holder hereof.
4. PREPAYMENTS
Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however, that any partial payments shall first be applied to
related reimbursable costs and expenses, then to interest, and then to
principal.
5. ASSUMPTION
(a) This Note may be assigned at will by Yankees but shall be assumable
only with the express, prior written consent of Yankees.
Explorations Group, Inc. Negotiable Promissory Note
Page 172
(b) In the event of any permitted assumption, all prior obligors will
remain liable to Yankees as guarantors of the permitted assignee's
performance but Yankees shall have the right to enforce such
guarantees directly against such guarantors without first having to
seek performance, payment or relief from the permitted assignee.
6. DEMANDS & NOTICES
(a) Any demand or notice made or given by Yankees pursuant hereto or in
connection herewith, shall be made on or given to Explorations and its
successors in interest by registered mail, return receipt requested,
postage prepaid, directed to Explorations' address provided above or
such updated address as Yankees shall have in its records, in each
case with copies to Xxxxxxx X. Xxxxxxx, chief administrative officer,
The Yankee Companies, LLC., 0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxx, Xxxxxxx
00000, and to any legal counsel designated by Explorations; but making
or giving, or attempting to make or give, any demand or notice shall
not waive any right granted hereunder or otherwise to act without
demand or notice.
(b) Notice shall be effective when delivered by Yankees to United States
Postal Service personnel, whether or not such personnel actually
succeed in effecting delivery to Explorations or its successors in
interest.
7. EXPENSES
Explorations hereby agrees to pay all expenses, including reasonable
attorney's fees, which the holder may incur upon default or at maturity.
8. COVENANTS
Explorations and any guarantor, surety or endorser, and all others who are,
or who may become, liable for the payment hereof:
(a) Expressly consent to all extensions of time, renewals, postponements
of time of payment of this Note, from time to time, prior to or after
the day that such payments become due without notice, consent or
consideration for any of the foregoing; and
(b) Expressly agree to the additional release by Yankees of any party or
person primarily liable herein or any portion of the Collateral.
9. ENFORCEMENT
(a) No delay by the holder in enforcing any covenant or right hereunder
shall be deemed a waiver of such covenant or right and no waiver by
the holder of any particular provision hereof shall be deemed a waiver
of any other provision or a continuing waiver of such particular
provision, and except as so expressly waived, all provisions hereof
shall continue in full force and effect.
(b) This Note shall be enforceable in the Courts of Broward County,
Florida and Explorations consents to jurisdiction therein.
10. SPECIAL WAIVERS
The undersigned, and all guarantors and all endorsers, hereby severally
waive presentment for payment, protest and notice of protest for non-payment of
this Note.
11. TIMELINESS
Time shall be of the essence.
Explorations Group, Inc. Negotiable Promissory Note - 2
Page 173
12. LICENSE
(a) This form of Note is the property of Yankees.
(b) The use hereof by the Parties is authorized hereby solely for purposes
of this transaction, and the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its duly authorized representatives as of the date first set forth
below.
Signed, Sealed and Delivered
In Our Presence
/s/ Xxxxx Xxxxxxxx /s/ Explorations Group, Inc.
_______________________________
/s/ Xxxx Xxxxxxx /s/
_______________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
Dated: April 9, 2002
[Corporate Seal] Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
STATE OF FLORIDA }
COUNTY OF XXXXXX } SS.:
BEFORE ME, an officer duly authorized to administer oaths, did personally
appear on this 9th day of April, 2002, Xxxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx,
known to me who, being duly sworn, did state that they are the duly elected and
serving president and secretary of Explorations Group, Inc., a Delaware
corporation ("Explorations"), and that pursuant to authority duly delegated by
its board of directors, they executed the foregoing Note on behalf of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/04
[NOTARIAL SEAL]
/s/ Xxxxxxx X. Xxxxxxx /s/
Notary Public
Explorations Group, Inc. Negotiable Promissory Note - 3
Page 174
Full Recourse Secured Promissory Note
$5,273.55 April 30, 2002
FOR VALUE RECEIVED, Explorations Group, Inc., a publicly held Delaware
corporation with offices at Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000 ("Explorations"), hereby agrees to pay to
the order of The Yankee Companies, LLC., a Florida limited liability company,
with offices at The Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000; Xxxx Xxxxx, Xxxxxxx 00000 ("Yankees"), the principal sum of $5,273.55,
yielding interest commencing to run from the date hereof at a compound annual
rate of 2% over the prime rate charged during the subject period by Citibank
Bank, N.A. (New York City) or its successor in interest to its most favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:
Terms:
1. INCORPORATED TERMS
(a) The terms and provisions of the loan agreement entered into between
Explorations and Yankees on April 9, 2002, a copy of which is annexed
hereto and made a part hereof as exhibit 1 (the "Loan Agreement"), are
hereby incorporated by reference as if here fully set forth.
(b) Any provisions in this Note dealing with a subject or object also
dealt with in the Loan Agreement shall, to the extent of any
inconsistencies, be deemed to provide Yankees with additional rights
and options which will be exercisable in Yankees' sole discretion.
2. PAYMENTS & COLLATERAL
(a) This Note shall be for a term of one (1) year and shall thereafter be
payable upon written demand by Yankees.
(b) Upon demand, payment shall be made at the offices of Yankees or at
such other address as Yankees may designate for such purpose.
(c) This Promissory Note is secured by all of the Assets of Explorations.
3. ACCELERATION
In the event that any payment due hereunder is not made when due, or on the
occurrence of any one or more of the events of Default specified in the Loan
Agreement, the entire unpaid principal, all accrued interest and any related
reimbursements for costs and expenses shall immediately become due and payable,
without notice or demand, at the option of the holder hereof.
4. PREPAYMENTS
Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however, that any partial payments shall first be applied to
related reimbursable costs and expenses, then to interest, and then to
principal.
5. ASSUMPTION
(a) This Note may be assigned at will by Yankees but shall be assumable
only with the express, prior written consent of Yankees.
Explorations Group, Inc. Negotiable Promissory Note
Page 175
(b) In the event of any permitted assumption, all prior obligors will
remain liable to Yankees as guarantors of the permitted assignee's
performance but Yankees shall have the right to enforce such
guarantees directly against such guarantors without first having to
seek performance, payment or relief from the permitted assignee.
6. DEMANDS & NOTICES
(a) Any demand or notice made or given by Yankees pursuant hereto or in
connection herewith, shall be made on or given to Explorations and its
successors in interest by registered mail, return receipt requested,
postage prepaid, directed to Explorations' address provided above or
such updated address as Yankees shall have in its records, in each
case with copies to Xxxxxxx X. Xxxxxxx, chief administrative officer,
The Yankee Companies, LLC., 0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxx, Xxxxxxx
00000, and to any legal counsel designated by Explorations; but making
or giving, or attempting to make or give, any demand or notice shall
not waive any right granted hereunder or otherwise to act without
demand or notice.
(b) Notice shall be effective when delivered by Yankees to United States
Postal Service personnel, whether or not such personnel actually
succeed in effecting delivery to Explorations or its successors in
interest.
7. EXPENSES
Explorations hereby agrees to pay all expenses, including reasonable
attorney's fees, which the holder may incur upon default or at maturity.
8. COVENANTS
Explorations and any guarantor, surety or endorser, and all others who are,
or who may become, liable for the payment hereof:
(a) Expressly consent to all extensions of time, renewals, postponements
of time of payment of this Note, from time to time, prior to or after
the day that such payments become due without notice, consent or
consideration for any of the foregoing; and
(b) Expressly agree to the additional release by Yankees of any party or
person primarily liable herein or any portion of the Collateral.
9. ENFORCEMENT
(a) No delay by the holder in enforcing any covenant or right hereunder
shall be deemed a waiver of such covenant or right and no waiver by
the holder of any particular provision hereof shall be deemed a waiver
of any other provision or a continuing waiver of such particular
provision, and except as so expressly waived, all provisions hereof
shall continue in full force and effect.
(b) This Note shall be enforceable in the Courts of Broward County,
Florida and Explorations consents to jurisdiction therein.
10. SPECIAL WAIVERS
The undersigned, and all guarantors and all endorsers, hereby severally
waive presentment for payment, protest and notice of protest for non-payment of
this Note.
11. TIMELINESS
Time shall be of the essence.
Explorations Group, Inc. Negotiable Promissory Note - 2
Page 176
12. LICENSE
(a) This form of Note is the property of Yankees.
(b) The use hereof by the Parties is authorized hereby solely for purposes
of this transaction, and the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its duly authorized representatives as of the date first set forth
below.
Signed, Sealed and Delivered
In Our Presence
/s/ Xxxxx Xxxxxxxx /s/ Explorations Group, Inc.
_______________________________
/s/ Pearl Audit /s/
_______________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
Dated: April 30, 2002
[Corporate Seal] Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
STATE OF FLORIDA }
COUNTY OF XXXXXX } SS.:
BEFORE ME, an officer duly authorized to administer oaths, did personally
appear on this 30th day of April, 2002, Xxxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx,
known to me who, being duly sworn, did state that they are the duly elected and
serving president and secretary of Explorations Group, Inc., a Delaware
corporation ("Explorations"), and that pursuant to authority duly delegated by
its board of directors, they executed the foregoing Note on behalf of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/04
[NOTARIAL SEAL]
/s/ Xxxxxxx X. Xxxxxxx /s/
Notary Public
Explorations Group, Inc. Negotiable Promissory Note - 3
Page 177
Exhibit 0.2
Promissory Note
U.S. $6,000 Date: April 30, 2002 :
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000
Xxxxxxxxx 00xx Xxxxxxx, Xxxxx, Xxxxxxx 00000, or its assigns, the principal
amount of $6,000 United States Dollars, together with interest at the annualized
rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Pearl Audit /s/
-----------------------
Witness
Page 178
Promissory Note
U.S. $5,500 Date: February 28, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000
Xxxxxxxxx 00xx Xxxxxxx, Xxxxx, Xxxxxxx 00000, or its assigns, the principal
amount of $5,500 United States Dollars, together with interest at the annualized
rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Page 179
Promissory Note
U.S. $9,500 Date: January 31, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000
Xxxxxxxxx 00xx Xxxxxxx, Xxxxx, Xxxxxxx 00000, or its assigns, the principal
amount of $9,500 United States Dollars, together with interest at the annualized
rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Page 180
Exhibit 0.3
Promissory Note
U.S. $6,000 Date: April 30, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000 X.
Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000, or its assigns, the
principal amount of $6,000 United States Dollars, together with interest at the
annualized rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Pearl Audit /s/
-----------------------
Witness
Page 181
Promissory Note
U.S. $5,500 Date: February 28, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000 X.
Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000, or its assigns, the
principal amount of $5,500 United States Dollars, together with interest at the
annualized rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Page 182
Promissory Note
U.S. $9,500 Date: January 31, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000 X.
Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000, or its assigns, the
principal amount of $9,500 United States Dollars, together with interest at the
annualized rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Page 183
Exhibit II(B)(1)
Full Recourse Secured Promissory Note
$2,500 May 31, 2002
FOR VALUE RECEIVED, Explorations Group, Inc., a publicly held Delaware
corporation with offices at Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000 ("Explorations"), hereby agrees to pay to
the order of The Yankee Companies, LLC., a Florida limited liability company,
with offices at The Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000; Xxxx Xxxxx, Xxxxxxx 00000 ("Yankees"), the principal sum of $2,500,
yielding interest commencing to run from the date hereof at a compound annual
rate of 2% over the prime rate charged during the subject period by Citibank
Bank, N.A. (New York City) or its successor in interest to its most favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:
Terms:
1. INCORPORATED TERMS
(a) The terms and provisions of the loan agreement entered into between
Explorations and Yankees on April 9, 2002, a copy of which is annexed
hereto and made a part hereof as exhibit 1 (the "Loan Agreement"), are
hereby incorporated by reference as if here fully set forth.
(b) Any provisions in this Note dealing with a subject or object also
dealt with in the Loan Agreement shall, to the extent of any
inconsistencies, be deemed to provide Yankees with additional rights
and options which will be exercisable in Yankees' sole discretion.
2. PAYMENTS & COLLATERAL
(a) This Note shall be for a term of one (1) year and shall thereafter be
payable upon written demand by Yankees.
(b) Upon demand, payment shall be made at the offices of Yankees or at
such other address as Yankees may designate for such purpose.
(c) This Promissory Note is secured by all of the Assets of Explorations.
3. ACCELERATION
In the event that any payment due hereunder is not made when due, or on the
occurrence of any one or more of the events of Default specified in the Loan
Agreement, the entire unpaid principal, all accrued interest and any related
reimbursements for costs and expenses shall immediately become due and payable,
without notice or demand, at the option of the holder hereof.
4. PREPAYMENTS
Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however, that any partial payments shall first be applied to
related reimbursable costs and expenses, then to interest, and then to
principal.
5. ASSUMPTION
(a) This Note may be assigned at will by Yankees but shall be assumable
only with the express, prior written consent of Yankees.
(b) In the event of any permitted assumption, all prior obligors will
remain liable to Yankees as guarantors of the permitted assignee's
performance but Yankees shall have the right to enforce such
guarantees directly against such guarantors without first having to
seek performance, payment or relief from the permitted assignee.
Explorations Group, Inc. Negotiable Promissory Note
Page 184
6. DEMANDS & NOTICES
(a) Any demand or notice made or given by Yankees pursuant hereto or in
connection herewith, shall be made on or given to Explorations and its
successors in interest by registered mail, return receipt requested,
postage prepaid, directed to Explorations' address provided above or
such updated address as Yankees shall have in its records, in each
case with copies to Xxxxxxx X. Xxxxxxx, chief administrative officer,
The Yankee Companies, LLC., 0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxx, Xxxxxxx
00000, and to any legal counsel designated by Explorations; but making
or giving, or attempting to make or give, any demand or notice shall
not waive any right granted hereunder or otherwise to act without
demand or notice.
(b) Notice shall be effective when delivered by Yankees to United States
Postal Service personnel, whether or not such personnel actually
succeed in effecting delivery to Explorations or its successors in
interest.
7. EXPENSES
Explorations hereby agrees to pay all expenses, including reasonable
attorney's fees, which the holder may incur upon default or at maturity.
8. COVENANTS
Explorations and any guarantor, surety or endorser, and all others who are,
or who may become, liable for the payment hereof:
(a) Expressly consent to all extensions of time, renewals, postponements
of time of payment of this Note, from time to time, prior to or after
the day that such payments become due without notice, consent or
consideration for any of the foregoing; and
(b) Expressly agree to the additional release by Yankees of any party or
person primarily liable herein or any portion of the Collateral.
9. ENFORCEMENT
(a) No delay by the holder in enforcing any covenant or right hereunder
shall be deemed a waiver of such covenant or right and no waiver by
the holder of any particular provision hereof shall be deemed a waiver
of any other provision or a continuing waiver of such particular
provision, and except as so expressly waived, all provisions hereof
shall continue in full force and effect.
(b) This Note shall be enforceable in the Courts of Broward County,
Florida and Explorations consents to jurisdiction therein.
10. SPECIAL WAIVERS
The undersigned, and all guarantors and all endorsers, hereby severally
waive presentment for payment, protest and notice of protest for non_payment of
this Note.
11. TIMELINESS
Time shall be of the essence.
12. LICENSE
(a) This form of Note is the property of Yankees .
(b) The use hereof by the Parties is authorized hereby solely for purposes
of this transaction, and the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
Explorations Group, Inc. Negotiable Promissory Note - 2
Page 185
In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its duly authorized representatives as of the date first set forth
below.
Signed, Sealed and Delivered
In Our Presence
/s/ Xxxxx Xxxxxxxx /s/ Explorations Group, Inc.
_______________________________
/s/ Pearl Audit /s/
_______________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
Dated: May 31, 2002
[Corporate Seal] Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
STATE OF FLORIDA }
COUNTY OF XXXXXX } SS.:
BEFORE ME, an officer duly authorized to administer oaths, did
personally appear on this 31st day of May, 2002, Xxxxxxxx Xxxxxx and Xxxxxxx X.
Xxxxxxx, known to me who, being duly sworn, did state that they are the duly
elected and serving president and secretary of Explorations Group, Inc., a
Delaware corporation ("Explorations"), and that pursuant to authority duly
delegated by its board of directors, they executed the foregoing Note on behalf
of Explorations, effective as of the date set forth therein. My commission
expires: 04/26/04
[NOTARIAL SEAL] /s/ Xxxxxxx X. Xxxxxxx /s/
-------------------------------
Notary Public
Explorations Group, Inc. Negotiable Promissory Note - 3
Page 186
Full Recourse Secured Promissory Note
$11,696.95 May 31, 2002
FOR VALUE RECEIVED, Explorations Group, Inc., a Florida corporation, with
offices at 0000 X. Xxxxxxxx Xxxxx, Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000
("Explorations"), hereby agrees to pay to the order of The Xxxxxx Family
Spendthrift Trust., a Florida trust, with offices at 0000 X. Xxxxxxxx Xxxxx,
Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000 ("Xxxxxx Family"), the principal sum of
$11,696.95 yielding interest commencing to run from the date hereof at a
compound annual rate of 2% over the prime rate charged during the subject period
by Citibank Bank, N.A. (New York City) or its successor in interest to its most
favored corporate borrowers for unsecured obligations having a term of one year
or less, on the following terms:
Terms:
1. PAYMENTS & COLLATERAL
(a) This Note shall be for a term of one (1) year and shall thereafter be
payable upon written demand by Xxxxxx Family.
(b) Upon demand, payment shall be made at the offices of Xxxxxx Family or
at such other address as Xxxxxx Family shall designate for such
purpose.
(c) This Promissory Note is secured by all of the Assets of Explorations
(up to the amount of the Note), as evidenced by the attached UCC-1.
(d) So long as this Note is outstanding, if Xxxxxx Family exercises
warrants for common stock using cash, such exercise price shall be
deducted from the amount owed to the Xxxxxx Family under this Note,
which shall first be applied to principal and then to interest.
2. ACCELERATION
In the event that any payment due hereunder is not made when due, the
entire unpaid principal, all accrued interest and any related reimbursements for
costs and expenses shall immediately become due and payable at the option of the
holder hereof.
3. PREPAYMENTS
Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however, that any partial payments shall first be applied to
interest, and then to principal.
4. ASSUMPTION
This Note may be assigned at will by Xxxxxx Family, with notice of any such
assignment to Explorations , but shall be assumable only with the express, prior
written consent of Xxxxxx Family.
Explorations Group, Inc. Negotiable Promissory
Note Page 187
5. DEMANDS & NOTICES
(a) Any demand or notice made or given by Xxxxxx Family pursuant hereto or
in connection herewith, shall be made on or given to Explorations and
its successors in interest by registered mail, return receipt
requested, postage prepaid, directed to Explorations 's address
provided above or such updated address as Xxxxxx Family shall have in
its records, in each case with copies to Xxxxx X. Xxxxxx, Esquire;
General Counsel, The Xxxxxx Family Spendthrift Trust, 0000 Xxxxxxxxx
00xx Xxxxxx; Xxxxx, Xxxxxxx 00000, attorney for Xxxxxx Family; but
making or giving, or attempting to make or give, any demand or notice
shall not waive any right granted hereunder or otherwise to act
without demand or notice.
(b) Notice shall be effective when delivered to United States Postal
Service personnel, whether or not such personnel actually succeed in
effecting delivery to Explorations or its successors in interest.
6. EXPENSES
In the event of any action to enforce the provisions of this Note, the
prevailing party shall be entitled to recover its costs and expenses, including
reasonable attorney's fees.
7. COVENANTS
Explorations and all others who are, or who may become, liable for the
payment hereof: Expressly consent to all extensions of time, renewals,
postponements of time of payment of this Note, from time to time, prior to or
after the day that such payments become due without notice, consent or
consideration for any of the foregoing; and
8. ENFORCEMENT
(a) No delay by the holder in enforcing any covenant or right hereunder
shall be deemed a waiver of such covenant or right and no waiver by
the holder of any particular provision hereof shall be deemed a waiver
of any other provision or a continuing waiver of such particular
provision, and except as so expressly waived, all provisions hereof
shall continue in full force and effect.
(b) This Note shall be enforceable in the Courts of Broward County,
Florida and Explorations consents to jurisdiction therein.
9. SPECIAL WAIVERS
The undersigned hereby waives presentment for payment, protest and notice
of protest for non_payment of this Note.
10. TIMELINESS
Time shall be of the essence.
11. LICENSE
(a) This form of Note is the property of The Yankees Companies, LLC.
(b) The use hereof by the Parties is authorized hereby solely for purposes
of this transaction, and the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
Explorations Group, Inc. Negotiable Promissory - 2
Note Page 188
In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by their duly authorized representatives as of the date first set forth
below.
Signed, Sealed and Delivered
In Our Presence
/s/ Xxxxx Xxxxxxxx /s/ Explorations Group, Inc.
_______________________________
/s/ Pearl Audit /s/
_______________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
Dated: May 31, 2002
[Corporate Seal] Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
STATE OF FLORIDA }
COUNTY OF PALM BEACH } SS.:
BEFORE ME, an officer duly authorized to administer oaths, did personally
appear on this 31st day of May, 2002, Xxxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx,
known to me who, being duly sworn, did state that they are the duly elected and
serving president and secretary of Explorations Group, Inc., a Florida
corporation ("Explorations "), and that pursuant to authority duly delegated by
its board of directors, they executed the foregoing Note on behalf of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/02
[NOTARIAL SEAL] /s/ Xxxxxxx X. Xxxxxxx /s/
-------------------------------
Notary Public
Explorations Group, Inc. Negotiable Promissory - 3
Page 189
Full Recourse Secured Promissory Note
$11,696.95 May 31, 2002
FOR VALUE RECEIVED, Explorations Group, Inc., a Florida corporation, with
offices at 0000 X. Xxxxxxxx Xxxxx, Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000
("Explorations"), hereby agrees to pay to the order of The Xxxxx Family
Spendthrift Trust., a Florida trust, with offices at 0000 Xxxxxxxxx 00xx
Xxxxxxx; Xxxxx, Xxxxxxx 00000 ("Xxxxx Family"), the principal sum of $11,696.95
yielding interest commencing to run from the date hereof at a compound annual
rate of 2% over the prime rate charged during the subject period by Citibank
Bank, N.A. (New York City) or its successor in interest to its most favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:
Terms:
1. PAYMENTS & COLLATERAL
(a) This Note shall be for a term of one (1) year and shall thereafter be
payable upon written demand by Xxxxx Family.
(b) Upon demand, payment shall be made at the offices of Xxxxx Family or
at such other address as Xxxxx Family may designate for such purpose.
(c) This Promissory Note is secured by all of the Assets of Explorations
(up to the amount of the Note), as evidenced by the attached UCC-1.
(d) So long as this Note is outstanding, if Xxxxx Family exercises
warrants for common stock using cash, such exercise price shall be
deducted from the amount owed to the Xxxxx Family under this Note,
which shall first be applied to principal and then to interest.
2. ACCELERATION
In the event that any payment due hereunder is not made when due, the
entire unpaid principal, all accrued interest and any related reimbursements for
costs and expenses shall immediately become due and payable at the option of the
holder hereof.
3. PREPAYMENTS
Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however, that any partial payments shall first be applied to
interest, and then to principal.
4. ASSUMPTION
This Note may be assigned at will by Xxxxx Family, with notice of any such
assignment to Explorations , but shall be assumable only with the express, prior
written consent of Xxxxx Family.
5. DEMANDS & NOTICES
(a) Any demand or notice made or given by Xxxxx Family pursuant hereto or
in connection herewith, shall be made on or given to Explorations and
its successors in interest by registered mail, return receipt
requested, postage prepaid, directed to Explorations 's address
provided above or such updated address as Xxxxx Family shall have in
its records, in each case with copies to Xxxxx X. Xxxxxx, Esquire;
General Counsel, The Xxxxx Family Spendthrift Trust, 0000 Xxxxxxxxx
00xx Xxxxxxx; Xxxxx, Xxxxxxx 00000, attorney for Xxxxx Family; but
making or giving, or attempting to make or give, any demand or notice
shall not waive any right granted hereunder or otherwise to act
without demand or notice.
Explorations Group, Inc. Negotiable Promissory Note
Page 190
(b) Notice shall be effective when delivered to United States Postal
Service personnel, whether or not such personnel actually succeed in
effecting delivery to Explorations or its successors in interest.
6. EXPENSES
In the event of any action to enforce the provisions of this Note, the
prevailing party shall be entitled to recover its costs and expenses, including
reasonable attorney's fees.
7. COVENANTS
Explorations and all others who are, or who may become, liable for the
payment hereof: Expressly consent to all extensions of time, renewals,
postponements of time of payment of this Note, from time to time, prior to or
after the day that such payments become due without notice, consent or
consideration for any of the foregoing; and
8. ENFORCEMENT
(a) No delay by the holder in enforcing any covenant or right hereunder
shall be deemed a waiver of such covenant or right and no waiver by
the holder of any particular provision hereof shall be deemed a waiver
of any other provision or a continuing waiver of such particular
provision, and except as so expressly waived, all provisions hereof
shall continue in full force and effect.
(b) This Note shall be enforceable in the Courts of Broward County,
Florida and Explorations consents to jurisdiction therein.
9. SPECIAL WAIVERS
The undersigned hereby waives presentment for payment, protest and notice
of protest for non-payment of this Note.
10. TIMELINESS
Time shall be of the essence.
11. LICENSE
(a) This form of Note is the property of The Yankees Companies, LLC.
(b) The use hereof by the Parties is authorized hereby solely for purposes
of this transaction, and the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by their duly authorized representatives as of the date first set forth
below.
Signed, Sealed and Delivered
In Our Presence
/s/ Xxxxx Xxxxxxxx /s/ Explorations Group, Inc.
_______________________________
/s/ Pearl Audit /s/
_______________________________ By: /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
Dated: May 31, 2002
[Corporate Seal] Attest: /s/ Xxxxxxx X. Xxxxxxx /s/
Xxxxxxx X. Xxxxxxx, Secretary
STATE OF FLORIDA }
COUNTY OF PALM BEACH } SS.:
BEFORE ME, an officer duly authorized to administer oaths, did personally
appear on this 31st day of May, 2002, Xxxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx,
known to me who, being duly sworn, did state that they are the duly elected and
serving president and secretary of Explorations Group, Inc., a Florida
corporation ("Explorations "), and that pursuant to authority duly delegated by
its board of directors, they executed the foregoing Note on behalf of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/04
[NOTARIAL SEAL] /s/ Xxxxxxx X. Xxxxxxx /s/
-------------------------------
Notary Public
Explorations Group, Inc. Negotiable Promissory Note - 2
Page 191
Exhibit II(B)(2)
Promissory Note
U.S. $9,641.85 Date: May 31, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000 X.
Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000, or its assigns, the
principal amount of $9,641.85 United States Dollars, together with interest at
the annualized rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
---------------------------- ----------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Explorations Group, Inc. Negotiable Promissory Note
Page 192
Promissory Note
U.S. $9,641.85 Date: May 31, 2002
For value received The Yankee Companies, LLC. ('Yankees"), a Florida
limited liability company having an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, promises to pay, on or before December 31, 2002,
in lawful money of the United States, to the order of The Xxxxx Family
Spendthrift Trust (the "Trust"), a Florida trust having an address at 0000
Xxxxxxxxx 00xx Xxxxxxx, Xxxxx, Xxxxxxx 00000, or its assigns, the principal
amount of $9,641.85 United States Dollars, together with interest at the
annualized rate of 8%.
This Note is secured by all of the Assets described in the collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").
UCC Forms 1 have been executed and filed, as required to perfect the
security interest established hereby in the State of Florida.
In Witness Whereof, Yankees has signed this Note as of the day and year
first above written.
The Yankee Companies, LLC.
By: Attest:
/s/ Xxxxxxx X. Xxxxxx /s/ /s/ Xxxxxxx X. Xxxxxxx /s/
---------------------------- ----------------------------
Xxxxxxx X. Xxxxxx, Chief Xxxxxxx X. Xxxxxxx, Secretary
Executive Officer & Managing
Member
/s/ Xxxxx Xxxxxxxx /s/
-----------------------
Witness
Page 193
