This Note has not been registered under the Securities Act of 1933 (the
"Securities Act"), or under the provisions of any applicable state
securities laws, but has been acquired by the registered holder hereof
for purposes of investment and in reliance on statutory exemptions
under the Securities Act, and under any applicable state securities
laws. This Note may not be sold, pledged, transferred or assigned
except in a transaction which is exempt under provisions of the
Securities Act and any applicable state securities laws or pursuant to
an effective registration statement; and in the case of an exemption,
only if the Company has received an opinion of counsel satisfactory to
the Company that such transaction does not require registration of this
Note.
IRON EAGLE GROUP, INC.
March 8, 2011 $7,500
12% PROMISSORY NOTE
Loan. In consideration of the loan by Investor in the principal amount
of $7,500 (the "Loan"), Iron Eagle Group, Inc. a Delaware Corporation
(the "Company" or "Borrower") for value received, hereby promises to
pay to Alliance Advisor, LLC a Delaware Limited Liability Corporation
("Holder"), the principal sum of Seven Thousand Five Hundred
($7,500.00) Dollars plus interest and a wiring fee of $25.
Payment. Principal and Interest shall be due and payable to the Holder
within 48 hours of the Company receiving at least $100,000 of funding
from Wellfleet Partners ("Initial Funding") or any other source. The
Payment shall be made to the Holder in writing.
Term. The note will have an initial term of 90 days and be renewable
automatically for additional 30 day periods unless the note is called
by the Holder in writing.
Default. In the event that the note is not paid back in its entirety
within 90 days and it is not extended by the Holder, the Borrower will
be given 30 days to cure. In the event there is no cure, the Borrower
will issue the Holder 100,000 shares of Iron Eagle Group, Inc. within
five (5) business days as a penalty. All rights, principal, interest,
and fees shall continue to accrue.
Borrower waives presentment for payment, notice of dishonor, protest
and notice of protest of this Note.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as waiver of such right or of any right of such
holder, nor shall any delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or any other right on any future
occasion.
This Note shall be binding upon the undersigned and its successors and
assigns. Any notice, demand or communication in respect of this Note
shall be validly given, or made on, the undersigned if in writing and
delivered or sent by registered mail, postage prepaid, addressed to the
undersigned at the address set forth above or any subsequent business
address of the undersigned.
2
If any term or provision of this Note or the application thereof to any
person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Note or the application of such
term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provision of this Note shall be valid
and be enforced to the fullest extent permitted by law.
This Agreement may not be modified, changed, supplemented, or
terminated, nor may any obligations hereunder be waived, except by
written instrument signed by the party to be charged or by his agent
duly authorized in writing or as otherwise expressly permitted herein.
No extension of time for the performance of any obligation or act shall
be deemed an extension of the time of performance of any other
obligation or act.
This Agreement shall be governed by the laws of the State of New York
in Westchester County.
Holder and the Company expressly acknowledge that this letter is a
binding agreement.
WHEREFORE, the parties have executed this Agreement as of the date
first written above.
AGREED:
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx Xxxxxxx
------------------------ -------------------------
Xxxx Xxxxxxxxx, President Xxxxx Xxxxxxx, CEO
Alliance Advisors, LLC Iron Eagle Group, Inc.
56 June Rd., Second Fl., P.O. Box 425
North Salem, NY 10560
Date: March 8, 2011 Date: March 8, 2011
