Funding and Stock Subscription Agreement
This Agreement, made and entered into this ____ day of January, 2002 by
and between Tampa Bay Financial, Inc., a Florida corporation ("TBF"), and
Diversified Resources Group, Inc., a Utah corporation ("DRGR") and its wholly
owned subsidiary Aero Group International, Corporation, Inc., a Nevada
corporation ("AGI").
Whereas, DRGR and AGI desire funding at a level totaling One Million Five
Hundred Thousand Dollars ($1,500,000.00) for the twelve (12) month period
commencing March 1, 2002, based on the attached budget including Two Hundred
Fifty Thousand Dollars ($250,000.00), which shall consist of One Hundred
Thousand Dollars ($100,000.00) on or before closing and an additional One
Hundred Fifty Thousand Dollars ($150,000.00) within ten (10) days of Closing of
the Agreement and Plan of Exchange with Diversified Resources Group, Inc., Aero
Group International Corporation, Inc. and TBF, subject to a Promissory Note from
TBF to DRGR/AGI; and
Whereas, TBF desires to provide such funding in exchange for the issuance
of stock of the Company.
Now, therefore, for reasonable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Funding. TBF agrees to provide, directly or indirectly, the sum of One
Hundred Thousand ($100,000.00) on or before the Closing Date of this
transaction, plus the additional sum of One Million Two Hundred Fifty
Thousand ($1,250,000) to DRGR and AGI on a monthly basis in accordance with
the following schedule:
DRGR AGI
March 1, 2002 $4,166 $100,000
April 1, 2002 $4,166 $100,000
May 1, 2002 $4,166 $100,000
June 1, 2002 $4,166 $100,000
July 1, 2002 $4,166 $100,000
August 1, 2002 $4,166 $100,000
September 1, 2002 $4,166 $100,000
October 1, 2002 $4,166 $100,000
November 1, 2002 $4,166 $100,000
December 1, 2002 $4,166 $100,000
January 1, 2003 $4,166 $100,000
February 1, 2003 $4,174 $100,000
1
In consideration for the stock of DRGR/AGI to be issued to TBF, it is
agreed that TBF will assist in the implementation of a strategic plan for
public relations and dissemination of promotional materials post-closing,
and to create visibility and public awareness for DRGR/AGI post-closing,
and to provide financial contacts for further capitalization through
Xxxxxxx Xxxxxx and Xxxx Xxxxxxx for financing arrangements that have been
established and/or disclosed prior to the closing, at no charge to
DRGR/AGI.
Subsequent to the Closing, TBF and its designees will also perform inkind
services as designated and instructed by DRGR/AGI through its Board of
Directors for which consulting services will be compensated as a credit
only for the use of corporate jets and/or payment towards agreed upon
vehicles, to the extent available. Any credits not used within one year
will be forfeited.
TBF agrees that it shall pay an aggregate sum of Two Hundred Fifty Thousand
Dollars ($250,000.00) no later than ten (10) days of Closing to DRGR/AGI in
exchange for a release of all inter-company liability between TBF and
DRGR/AGI, and specifically the complete satisfaction of the Promissory Note
between TBF and AGI/Xxxx Xxxxxxx in the amount of One Hundred Thousand
Dollars ($100,000.00) dated January 25, 2002.
2. Consideration. In consideration of the payments set forth above, DRGR shall
issue to TBF (or to such persons as TBF may designate in compliance with
all applicable laws) restricted common stock of DRGR, to be released each
month upon receipt by DRGR and AGI of the required payments by TBF for such
time period at the rate of 1/12 per month based upon total possible shares
of 50,500,000 shares upon receipt of the specific monthly funds by
DRGR/AGI, as set forth above, which equals 4,208,333 shares per month.
3. Change in Control. In the event of a merger, sale, recapitalization, or any
other transaction which substantially alters the role of TBF in the affairs
of DRGR, TBF shall be entitled to receive all shares issuable under this
Agreement, upon the receipt by AGI and DRGR of the balance of the funds due
under this Agreement from TBF.
4. The terms and conditions of the associated Agreement and Plan of Exchange
are incorporated herein by reference, and in the event of any
inconsistencies, this document shall control.
2
In witness whereof, the parties have executed this Agreement on the date
set forth above.
Tampa Bay Financial, Inc.
By:/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, Chief Executive Officer
Aero Group International Corporation
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx, Chief Executive Officer
Diversified Resources Group, Inc. - Utah
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx, Chief Executive Officer
