September 24, 2008 Advanced Voice Recognition Systems, Inc. c/o Mr. Walter Geldenhuys Mitchell, SD 57301 RE: Purchase Agreement
September
24, 2008
c/o
Xx.
Xxxxxx Xxxxxxxxxx
000
X.
Xxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Dear
Mr.
Geldenhuys:
The
undersigned, Lion Share Capital, LLC (the “Investor”) hereby confirms and agrees
with you as follows:
1. This
Purchase Agreement (the “Agreement”), is made as of the date hereof between
Advanced Voice Recognition Systems, Inc. a Nevada corporation (the “Company”),
and the Investor.
2. The
Company agrees to sell and issue to the Investor, and the Investor agrees to
purchase and acquire from the Company (the “Offering”), Sixteen
million (16,000,000)
restricted shares of the Company’s common stock (the “Offered Shares”), par
value $.001 per
share
(the “Common Stock”).
3. The
Company and the Investor agree that the Offering is being made subject to the
execution and acceptance by the Company of this Agreement and the associated
Promissory Note (the “Note”) attached hereto as Exhibit
A
and
incorporated herein by reference as if fully set forth herein. The Purchase
of
Offered Shares shall follow the following process: 1) the Purchase process
will
be initiated upon the execution and acceptance of this Agreement and the
associated Note; 2) the Offered Shares will be transferred into the name of
the
Investor within (10) business days after the execution and acceptance of the
above referenced documents; 3) the Offered Shares are being purchased at a
Purchase Price of $.3125
per
share; 4) payment for the Offered Shares will be remitted to the Company in
(3)
traunches: traunche (a) will be in the amount of Seven
hundred and fifty thousand dollars (US$750,000)
and
shall take place on or before the 45th
day
after the execution of this Agreement; traunche (b) will be in the amount of
Three
million dollars (US$3,000,000)
and
shall be paid over the 90 days immediately following traunche (a), and traunche
(c) will be in the amount of One
million two hundred and fifty thousand dollars
(US$1,250,000) and will take place over the (45) days immediately following
traunche (b). One year after the Investor’s final payment, the Company shall
have the option to repurchase any or all of the Offered Shares at a price of
$.4125
per
share. The
Company shall notify the Investor within (30) days of the one year anniversary
of the final payment due date, to formally indicate its exercise of the option
granted herein. All amounts owed by the Investor to the Company pursuant to
this
Agreement shall be delivered by wire transfer of immediately available funds
to
an account designed in writing by the Company.
All
amounts owed by the Investor to the Company pursuant to this Agreement shall
be
paid to the Company either by certified or bank cashier’s check at the address
set forth below, via wire transfer in immediately available funds to an account
designated by the Company, or in such other manner at such other place in the
United States of America as the Company shall designate to the Investor in
writing. If any payment is due on a day which is not a Business Day, such
payment shall be due on the next succeeding Business Day. “Business Day” means
any day other than a Saturday, Sunday or legal holiday in the State of Nevada.
4. The
Investor represents and warrants as of the date of this Agreement as well as
of
the date of any payment of tranches (a) through (c) set forth in paragraph
3
above:
(a) that
the
Investor has the legal capacity and authority to enter into this Agreement.
This
Agreement is a valid and legally binding obligation of the Investor and is
fully
enforceable against the Investor in accordance with its terms, except as such
enforceability may be limited by general principles of equity, bankruptcy,
insolvency, moratorium and similar laws relating to creditors’ rights
generally;
(b) that
the
execution, acknowledgement, delivery and performance of this Agreement by the
Investor and the consummation of the transactions contemplated by this Agreement
will not violate or require any registration, qualification, consent, approval,
or filing under any law, statute, ordinance, rule or regulation (hereinafter
collectively referred to as “Laws”) of any federal, state or local government in
the U.S., Canada or elsewhere (hereinafter collectively referred to as
“Governments”) or any agency, bureau, commission or instrumentality of any
Governments (“hereinafter collectively referred to as “Governmental
Agencies”);
(c) that
there is no action, suit, proceeding, claim, or arbitration, or any
investigation by any person or entity (i) pending against the Investor, or
(ii)
to
the knowledge of the Investor, threatened against the Investor, as the case
may
be, that might challenge the Investor’s right to execute, acknowledge, deliver,
perform under or consummate the transactions contemplated by this
Agreement;
(d) that the
execution, acknowledgement, delivery and performance of this Agreement by the
Investor and the consummation of the transactions contemplated by this Agreement
will not violate or require any Laws of any Government or any Governmental
Agency;
(e) that
the
Investor is a sophisticated investor and an “accredited investor” as defined in
Rule 501 under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), who can fend for itself, can bear the economic risk of its investment,
and has such knowledge and experience in financial and business matters that
it
is capable of evaluating the merits and risks of the investment in the Offered
Shares and can bear the economic risk of loss of the investment in the Offered
Shares;
(f) that
the
Offered Shares have not been registered under the Securities Act and may be
resold only if registered pursuant to the provisions of the Securities Act
or if
an exemption from registration is available. The certificates evidencing the
Offered Shares will bear a restricted legend. The Offered Shares are purchased
for the Investor’s own account, not as nominee or agent, and not with any
agreement for the resale or distribution thereof;
2
(g) that
neither the Investor nor any of its affiliates, officers, directors or principal
equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years;
(h) that,
except for the Offered Shares acquired by the Investor pursuant to this
Agreement, the Investor is not the beneficial or registered owner of any
securities of the Company;
(i) that
the
Investor is acquiring the Offered Shares in the ordinary course of business,
and
the Investor is not a party to any agreement or understanding, directly or
indirectly, with any person to distribute the Offered Shares; and
(j) that
there have been no representations, warranties or promises made to the Investor
regarding the potential that the Offered Shares ever will appreciate in value,
that the Investor has conducted its due diligence on the Company and the Offered
Shares and has had the opportunity to ask the Company’s executive officers
questions regarding the Company and its operations, as well as the Offered
Shares, and that the only documents provided to the Investor by the Company
as
part of the Investor’s due diligence are the Company’s reports filed with the
U.S. Securities and Exchange Commission.
5.
All
of
the representations, warranties, covenants promises and agreements of the
parties contained in this Agreement or any related transaction documents shall
survive the execution, acknowledgement and delivery of this Agreement and the
consummation of the transactions contemplated hereby for a period of two years
following the date hereof.
6. All
notices or other communications provided for by this Note shall be made in
writing and any such notice shall be deemed properly delivered when (a)
delivered personally, or (b) delivered through an electronic facsimile
transmission, with transmission confirmed, or (c) deposited in the mail, postage
prepaid for registered or certified mail, and addressed to the parties at the
following addresses (or to such other address designated in writing by one
party
to the other):
|
To
Investor:
|
Lion
Share Capital, LLC
|
|
000
X. Xxxx Xxxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
Xxxxxx 00000
|
|
|
Facsimile:
(000) 000-0000
|
|
|
To
the Company:
|
|
|
0000
X. Xxxx Xxxxx
|
|
|
Xxxxxxxxxx,
Xxxxxxx 00000
|
|
|
Facsimile:
(000) 000-0000
|
3
7. This
Agreement constitutes the full, entire and integrated agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior negotiations, correspondence, understandings and agreements among the
parties hereto respecting the subject matter hereof.
8. This
Agreement shall not be assignable by any party hereto without the prior written
consent of the other parties hereto.
9. This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
each other person who is indemnified under any provision of this Agreement,
and
their respective heirs, personal and legal representatives, guardians,
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies, obligations,
or liabilities.
10. Any
provision of this Agreement held by a court of competent jurisdiction to be
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability, without invalidating or rendering unenforceable
the remaining provisions of this Agreement.
11.
No
provision of this Agreement may be amended, waived, or otherwise modified
without the prior written consent of the other parties hereto. The waiver by
any
party hereto of a breach of any provision or condition contained in this
Agreement shall not operate or be construed as a waiver of any subsequent breach
or of any other conditions hereof.
12.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original and all of which together shall be deemed to be one
and
the same instrument. The execution and delivery of this Agreement by delivery
of
a copy bearing the facsimile signature of a signatory hereto shall constitute
a
valid, binding and enforceable execution and delivery of this Agreement by
that
signatory.
13.
This
Agreement is made and entered into, and shall be governed by and construed
in
accordance with, the laws of the State of Nevada without regard to conflict
of
law principles. Any suits, proceedings and other actions relating to, arising
out of or in connection with this Agreement shall be submitted to the
appropriate court having jurisdiction in the State of Nevada, or the United
States District Court for the District of Nevada. All parties to this Agreement
hereby waive any claim against or objection to in personam jurisdiction and
venue in the courts of the State of Nevada, or the United States District Court
for the District of Nevada.
14.
The
Investor represents that it has had the opportunity to review this Agreement
with its personal legal counsel and/or other advisors and that it has not relied
upon the advice of any other party’s legal counsel or advisor. Except as
specifically otherwise provided in this Agreement, the parties hereto each
shall
pay their respective fees and expenses.
[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY. SIGNATURE PAGE FOLLOWS.]
4
Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.
Name
of
Investor: LION
SHARE CAPITAL, LLC
By:/s/
Xxxxxxxxx
Xxxxxxxx
Name:
Xxxxxxxxxx
Xxxxxxxx
Title:
Director
of
Finance
AGREED
AND ACCEPTED:
By:/s/
Xxxxxx Xxxxxxxxxx
Name:
Xxxxxx
Xxxxxxxxxx
Title:
President,
CEO and CFO
5
SCHEDULE
I
SCHEDULE
OF BENEFICIAL OWNERSHIP
Please
provide the number of securities of Advanced
Voice Recognition Systems, Inc. that
you
or your organization will own immediately after the completion of the purchase
and sale of the Offered Shares (the “Closing”), including those Offered Shares
purchased by you or your organization pursuant to this Purchase Agreement and
those securities purchased or acquired by you or your organization through
other
transactions and provide the number of securities that you have or your
organization has the right to acquire within 60 days of the Closing. Please
also include the full
legal
name of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities
covered by the questionnaire):
Sixteen
Million (16,000,000)
Xxxxxxxxx
Xxxxxxxx
ANNEX
I
INVESTOR
QUESTIONNAIRE
Pursuant
to Annex
I
to the
Agreement, please provide us with the following information:
|
1.
|
The
exact name that your Shares are to be registered in. You may use
a nominee
name if appropriate:
|
Lion
Share Capital, LLC
|
||
|
2.
|
The
relationship between the Investor and the registered holder listed
in
response to item 1 above:
|
Non-Affiliate
Investor
|
||
|
3.
|
The
mailing address of the registered holder listed in response to item
1
above:
|
000
Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
|
||
|
4.
|
The
Social Security Number or Tax Identification Number of the registered
holder listed in the response to item 1 above:
|
00-0000000
|
||
|
5.
|
Name
of DTC Participant (broker-dealer at which the account or accounts
to be
credited with the shares are maintained):
|
N/A
|
||
|
6.
|
DTC
Participant Number:
|
N/A
|
||
|
7.
|
Name
of Account at DTC Participant being credited with the Shares:
|
N/A
|
||
|
8.
|
Account
Number at DTC Participant being credited with the Shares:
|
N/A
|
EXHIBIT
A
PROMISSORY
NOTE
| $5,000,000 |
September
24,
2008
|
FOR
VALUE RECEIVED,
the
undersigned, Lion Share Capital, LLC, a Kansas Limited Liability Company (“Lion
Share”), (the “Obligor,”),
promises to pay to Advanced Voice Recognition Systems, Inc., a Nevada
corporation (“Payee”),
in
lawful money of the United States of America, the principal sum of Five
Million Dollars ($5,000,000),
together with interest at an annual rate equal to seven and one-half percent
(7.5%), in the manner provided below. Capitalized terms used herein but not
otherwise defined shall have the meanings given them in the Stock Purchase
Agreement (as defined below).
PAYMENT
Principal
and Interest.
This
Note shall accrue interest from the date hereof until the date of full repayment
at a rate of seven and one-half percent (7.5%) per annum. Notwithstanding the
foregoing, the accrued interest shall not exceed the maximum interest rate
allowable under Nevada law. If the interest accrued exceeds the maximum interest
rate allowed under Nevada law, any excess interest paid by Obligor shall be
returned to Obligor by Payee. The principal amount of this Note together with
the interest thereon shall be due and payable in accordance with the following
schedule: (a) Seven Hundred Fifty Thousand Dollars ($750,000) due an payable
in
full on November 8, 2008 (the date that is exactly forty-five (45) days
following the date hereof); (b) Three Million Dollars ($3,000,000) due and
payable in full on February 2, 2009 (the date that is exactly one hundred
thirty-five (135) days following the date hereof); (c) One Million Two Hundred
Fifty Thousand Dollars ($1,250,000) due and payable in fully on April 23, 2009
(the date that is exactly one hundred eighty (180) days following the date
hereof).
Manner
of Payment.
All
payments on this Note shall be made to Payee either by certified or bank
cashier’s check at the address set forth hereinbelow, via wire transfer in
immediately available funds to an account designated by Payee, or in such other
manner at such other place in the United States of America as Payee shall
designate to Obligor in writing. If any payment on this Note is due on a day
which is not a Business Day, such payment shall be due on the next succeeding
Business Day. “Business Day” means any day other than a Saturday, Sunday or
legal holiday in the State of Nevada. All sums due hereunder shall be payable
without offset, demand, abatement or counter-claim of any kind or nature
whatsoever, all of which are hereby waived by Obligor.
Grant
of Security Interest.
As
collateral security for the prompt, complete, and timely satisfaction of all
present and future indebtedness, liabilities, duties, and obligations of Obligor
to Payee evidenced by or arising under this Note or otherwise, and including,
without limitation, all principal, interest, and fees payable under this Note,
any future advances added to the principal amount due hereunder, and all
attorneys’ fees, costs and expenses incurred by Payee in the collection or
enforcement of the same (collectively, the “Obligations”), Obligor hereby
pledges, assigns and grants to Payee a continuing first priority security
interest and lien in all shares of common stock of the Company owned or held
of
record or beneficially by Obligor (hereinafter, the “Collateral”) and all
proceeds thereof and all right, title and interest of Obligor therein. The
terms
of this Note with respect to Obligor’s granting of a security interest in the
Collateral to Payee shall be deemed to be a security agreement under applicable
provisions of the Uniform Commercial Code in the State of Nevada (the “UCC”),
with Obligor as the debtor and Payee as the secured party. For so long as any
obligation under this Note remains outstanding, Obligor shall not sell, assign,
encumber, pledge, hypothecate, transfer or otherwise dispose of any of the
Collateral.
Perfection.
Upon the execution and delivery of this Note, Obligor authorizes Payee to file
such financing statements and other documents in such offices as shall be
necessary or as Payee may reasonably deem necessary to perfect and establish
the
priority of the liens granted by this Note. Obligor has delivered to Payee
all
certificates representing the Collateral registered in the name of Obligor,
duly
endorsed in blank or accompanied by a transfer power duly executed by Obligor
in
blank, in form and substance satisfactory to Payee, with any and all documentary
tax stamps and other documents necessary to cause Payee to have a good, valid
and perfected continuing first priority pledge of and lien on the Collateral
(free and clear of any other liens). Obligor agrees, upon Payee’s request, to
take all such actions as shall be necessary or as Payee may reasonably request
to perfect and establish the priority of the liens granted by this
Note.
Release
of Collateral. As of the date hereof, the Collateral is evidenced by three
stock certificates in the following amounts (which such stock certificates
represent in the aggregate all shares of common stock of the Company owned
or
held of record or beneficially by Obligor as of the date hereof): 2,400,000
shares of the Company’s common stock; 9,600,000 shares of the Company’s common
stock; and 4,000,000 shares of the Company’s common stock. Payee’s lien and
security interest on the Collateral will be partially released in accordance
with the following schedule: that portion of the Collateral consisting of
2,400,000 shares of the Company’s common stock will be released upon Obligor’s
indefeasible payment in full in cash to Payee of the first Seven Hundred Fifty
Thousand Dollars ($750,000) of principal due under this Note (as set forth
above); that portion of the Collateral consisting of 9,600,000 shares of the
Company’s common stock will be released upon Obligor’s indefeasible payment in
full in cash to Payee of the next Three Million Dollars ($3,000,000) of
principal due under this Note (as set forth above); and that portion of the
Collateral consisting of 4,000,000 shares of the Company’s common stock will be
released upon Obligor’s indefeasible payment in full in cash to Payee of the
remaining One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of
principal due under this Note (as set forth above). Payee shall not be deemed
to
have made any representation or warranty with respect to any Collateral
delivered to Obligor in connection herewith, except that such Collateral is
free
and clear, on the date of such delivery, of any and all liens arising from
its
own acts.
DEFAULTS
AND REMEDIES
Events
of Default.
The
occurrence of any one or more of the following events with respect to Obligor
shall constitute an event of default hereunder (“Event of
Default”):
(a) If
Obligor shall fail to make any payment due hereunder as and when
due.
Notice
by Obligor.
The
Obligor shall notify Payee in writing within five (5) days after the occurrence
of any Event of Default of which said Obligor acquires knowledge.
Remedies.
Upon
the occurrence of an Event of Default, then, or at any time thereafter, the
whole of the unpaid principal hereof, together with accrued and outstanding
interest and all other sums required to be paid under this Note shall, at the
election of Payee and without notice of such election, become immediately due
and payable. Payee’s election may be exercised at any time after any such event,
and the acceptance of one or more payments hereon from any person thereafter
shall not constitute a waiver of Payee’s election, or of its option to make such
election. Upon the occurrence and continuation of an Event of Default hereunder,
the Collateral, or any part thereof, shall be registered in the name of Payee
and Obligor covenants that Obligor shall affect such registration. Payee may,
at
its option, (a) immediately demand that the Collateral be returned within (1)
business day after the occurrence of an Event of Default. Obligor waives any
equitable rights that would prevent it from returning the Collateral. In
addition to the above, upon the occurrence and continuation of an Event of
Default, Payee shall have all rights, powers, options and remedies provided
for
under the UCC or at law or in equity, including, without limitation, to the
fullest extent permitted by applicable law, the right (in its sole discretion)
to, which Obligor agrees to be commercially reasonable, (i) apply the Collateral
to reduce the Obligations, (ii) foreclose the liens created hereunder,
(iii) realize upon, take possession of and/or sell the Collateral, with or
without judicial process, at public or private sales or at any broker’s board or
on any securities exchange or otherwise with or without a disclaimer of
warranties as to the Collateral sold, (iv) exercise all rights and powers
with respect to the Collateral as Payee might exercise in its sole discretion,
including, without limitation, to (1) relinquish or abandon any Collateral
or
any lien thereon, (2) vote all or any part of the Collateral and otherwise
act
with respect thereto as though it were the outright owner thereof, (3) settle,
adjust, compromise and arrange all claims and demands whatsoever in relation
to
all or any part of the Collateral, (4) execute all such contracts, agreements,
deeds, documents and instruments, bring, defend and abandon all such actions,
suits and proceedings, and take all actions in relation to all or any part
of
the Collateral, and/or (5) appoint managers, sub-agents and officers for any
of
the purposes mentioned in the foregoing provisions of this section and dismiss
the same, and/or (v) collect and send notices regarding the Collateral,
with or without judicial process. Payee shall have the right in its sole
discretion to determine which rights and/or remedies Payee may at any time
pursue, relinquish, subordinate or modify, and such determination will not
in
any way modify or affect any of Payee’s rights, liens or hereunder or under
applicable law or equity. The enumeration of any rights and remedies in this
Note is not intended to be exhaustive, and all rights and remedies of Payee
described herein are cumulative and are not alternative to or exclusive of
any
other rights or remedies that Payee otherwise may have. The partial or complete
exercise of any right or remedy shall not preclude any other further exercise
of
such or any other right or remedy.
Upon
the
occurrence and continuation of an Event of Default, all rights of Obligor to
exercise voting and/or consensual rights and powers and/or to receive dividends
that Obligor is entitled to exercise and/or receive shall cease immediately,
and
all such rights thereupon shall become vested solely and exclusively in Payee
automatically without any action by any Person. Obligor hereby appoints Payee
its attorney-in-fact, with full power of substitution, which appointment as
attorney-in-fact is irrevocable and coupled with an interest, to take all such
actions upon or after the occurrence and continuation of an Event of Default,
whether in the name of Payee or Obligor, as Payee may consider necessary or
desirable for the purpose of exercising such rights and receiving such
dividends. Any dividends, distributions in property, returns of capital and
other distributions made on or in respect of the Collateral, and any and all
cash and other property received in exchange therefor and/or redemption of
any
Collateral delivered to Obligor, in violation of this Note shall be held in
trust for the benefit of the Payee and forthwith shall be delivered to Payee.
Any and all money and other property received by Secured Party pursuant to
the
provisions hereof shall be retained by Payee as part of the
Collateral.
The
proceeds of any collection, recovery, receipt, appropriation, realization,
transfer, exchange, disposition or sale of the Collateral as aforesaid shall
be
applied to the Obligations in such order as Payee shall determine in its sole
discretion.
Obligor
hereby irrevocably appoints Payee as its attorney-in-fact to take any action
Payee deems necessary upon the occurrence and continuation of an Event of
Default to perfect, protect and realize upon its lien and first priority
security interest in the Collateral including the execution and delivery of
any
and all documents or instruments related to the Collateral in Obligor’s name, or
otherwise to effect fully the purpose, terms and conditions of this Note, and
said appointment shall create in Payee a power coupled with an
interest.
Subject
Headings.
The
subject headings of the sections, paragraphs and subparagraphs of this Note
are
included solely for purposes of convenience and reference, and shall not be
deemed to explain, modify, limit, amplify or aid in the meaning, construction
or
interpretation of any of the provisions of this Note.
Parties
in Interest.
Nothing
in this Note, whether express or implied, is intended to confer upon any person
other than the parties hereto and their respective heirs, representatives,
successors and permitted assigns, any rights or remedies under or by reason
of
this Note. This Note shall bind Obligor and their respective successors and
assigns. This Note shall not be assigned or transferred by Payee without the
express prior written consent of Obligor, except by will or, in default thereof,
by operation of law.
Severability.
Should
any section, paragraph, subparagraph, part, term or provision of this Note
be
declared invalid, void or unenforceable, all remaining paragraphs,
subparagraphs, parts, terms and provisions hereof shall remain in full force
and
effect and shall in no way be invalidated, impaired or affected
thereby.
Interpretations
and Definitions.
Each of
Obligor and Payee agree that each party and his counsel have reviewed and
approved this Note and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in
the
interpretation of this Note. All words used in this Note will be construed
to be
of such gender or number as the circumstances require. Unless otherwise
expressly provided, the words “hereof” and “hereunder” and similar references
refer to this Note in its entirety and not to any specific section or subsection
hereof.
Dispute
Resolution.
Any
dispute, controversy or claim arising out of or relating to this Note including,
without limitation, any issue concerning the obligations, rights, duties, powers
and remedies under this Note and of the parties hereto, shall be resolved by
final and binding arbitration as available in the State of Nevada. The
prevailing party shall be awarded all arbitration, expert and attorney fees,
costs and expenses.
Notices.
All
notices or other communications provided for by this Note shall be made in
writing and any such notice shall be deemed properly delivered when (a)
delivered personally, or (b) delivered through an electronic facsimile
transmission, with transmission confirmed, or (c) deposited in the mail, postage
prepaid for registered or certified mail, and addressed to the parties at the
following addresses (or to such other address designated in writing by one
party
to the other):
|
To
Obligor:
|
Lion
Share Capital, LLC
|
|
000
X. Xxxx Xxxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
Xxxxxx 00000
|
|
|
Facsimile:
(000) 000-0000
|
|
|
To
Payee
|
|
|
0000
X. Xxxx Xxxxx
|
|
|
Xxxxxxxxxx,
Xxxxxxx 00000
|
|
|
Facsimile:
(000) 000-0000
|
Entire
Agreement.
This
Note contains the entire agreement between Obligor and Payee and supersedes
all
prior and contemporaneous agreements, arrangements, negotiations and
understandings between Obligor and Payee relating to the subject matter hereof.
There are no other understandings, statements, promises or inducements, oral
or
otherwise, contrary to the terms of this Note. No representations, warranties,
covenants or conditions, express or implied, whether by statute or otherwise,
other than as set forth herein, have been made by any party hereto.
Applicable
Law.
This
Note shall be governed by and construed and enforced in accordance with and
subject to the substantive laws of the State of Nevada, without regard to
conflicts-of-laws principles.
Waivers.
Obligor
hereby waives diligence, presentment, demand and protest, and notice of demand,
of protest, of nonpayment, of dishonor and of maturity and agrees that time
is
of the essence of every provision hereof. The right, if any, of Obligor, and
all
other persons or entities, who are, or may become, liable for this indebtedness,
to plead any and all statutes of limitation as a defense is expressly waived
by
each and all of such parties to the full extent permissible by
law.
Signatures
on Following Page
IN
WITNESS WHEREOF,
Obligor
has executed and delivered this Note as of the date first stated above.
“OBLIGOR”
|
/s/
Xxxxxxxxxx Xxxxxxxx
|
September
24, 2008
|
|
Authorized
Signer
|
Date
|
Name:
Xxxxxxxxxx
Xxxxxxxx
On
Behalf
of: Lion
Share Capital, LLC
By
signing below, the
Payee
hereby accepts this Promissory Note from the Obligor under the terms and
conditions stated herein.
“PAYEE”
|
/s/
Xxxxxx Xxxxxxxxxx
|
September
25, 2008
|
|
Authorized
Signer
|
Date
|
Name:
Xxxxxx
Xxxxxxxxxx
On
Behalf
of: Advanced
Voice Recognition Systems, Inc.
