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 15, 2011 $250,000.00
10% PROMISSORY NOTE
Loan. In consideration of the loan by Xxxxx X. Xxxxxxx, a resident of
New York, ("Holder") in the principal amount of $250,000 (the "Loan"),
Iron Eagle Group, Inc. a Delaware Corporation (the "Company" or
"Borrower") for value received, hereby promises to pay to Holder the
principal sum of Thirty Thousand ($250,000.00) Dollars in cash.
Payment. Principal and Interest shall be due and payable to the Holder
on December 15, 2001. In addition, $50,000 of the loan shall be payable
in cash upon the Company receiving at least $300,000 of funding
("Funding"). Interest of Ten Percent (10.0%) shall start accruing on
April 1, 2011. The Payment shall be made to the Holder by wire transfer
or check.
Term. The note will have and initial term of 9 (nine) months 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 by
December 15, 2011 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 Loan
will be considered I default, the total principal and interest shall be
due immediately, and the interest rate shall be increased to Fifteen
Percent (15%). 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 a 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 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 performance of nay obligation or act shall be
deemed an extension of the time for performance of any other obligation
or act.
This Agreement shall be governed by the laws of the State New York.
Holder and the Company expressly acknowledge that this Note is a
binding agreement.
WHEREFORE, the parties have executed this Agreement as of the date
first written above.
AGREE:
By: /s/Xxxxx Xxxxxxx By:/s/Xxxxxx X. XxXxxxx
----------------------- -------------------------
Xxxxx Xxxxxxx, Xxxxxx X. XxXxxxx, Chairman
As an Individual Iron Eagle Group, Inc.
