AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT
FOR THE PURCHASE OF COMMON STOCK
THIS
COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) made this 6th day
of June 2008, between South Beach Live, Inc., a Florida corporation (“Seller”),
and Gulf Onshore, Inc., a Nevada corporation (“Buyer”), setting forth the terms
and conditions upon which Seller will sell 100,000 shares of Curado Energy
Resources, Inc. (“Curado”) common stock (the “Shares”), owned by it, free and
clear and absent lien or other encumbrance, to Buyer.
In consideration of the mutual
promises, covenants, and representations contained herein, THE PARTIES HERETO
AGREE AS FOLLOWS:
WITNESSETH:
WHEREAS,
the Seller is the owner of Shares, free and clear and absent any encumbrance,
and has agreed to sell the Shares to Buyer and Buyer has agreed to buy the
Shares.
WHEREAS,
the Shares constitute 100% of the issued and outstanding shares of Curado, and
there are no rights, options, warrants or other interests permitting any person
to acquire any other shares of Curado.
NOW
THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, the parties herewith agree as
follows:
ARTICLE
I
SALE
OF SECURITIES - NOTES & OBLIGATIONS
1.01 Subject
to the terms and conditions of this Agreement the Seller agrees to sell the
Shares and the Buyer agrees to buy the Shares for a total of $250,000.00 (USD)
(the “Purchase Price”). This is a private transaction between the
Seller and Buyer.
1.02 At
closing, which shall occur at a time and place mutually convenient to Seller and
Buyer, but in no event later than July 7, 2008, Buyer shall deliver to Seller an
executed copy of a Convertible Promissory Note in the principal amount of
$250,000.000 (USD), in the form attached hereto.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
The Sellers hereby represent and
warrant to the Buyer the following:
2.01 Organization. Curado
is a Texas corporation duly organized, validly existing,
and in good standing under the laws of that state, has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to do
business and is in good standing in the state of Texas and
elsewhere. All actions taken by the incorporators, directors and/or
shareholders of Curado have been valid and in accordance with the laws of the
state of Texas and the Federal Securities Laws.
2.02 Capital. The
authorized capital stock of Curado consists of 1,000,000 shares of Common Stock,
$.001 par value, of which 100,000 shares are issued and
outstanding. The Shares comprise 100% of the total number of issued
and outstanding shares. All outstanding shares are fully paid and
non-assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At the
Closing, there will be no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating Curado
issue or to transfer from treasury any additional shares of its capital
stock. None of the outstanding shares of Curado are subject to any
stock restriction agreements.
2.03 Financial
Statements. Curado financial statements are, to the best of
Seller’s belief, accurate and complete.
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2.04 Absence of
Changes. Since January 1, 2008, there has been no change in
the financial condition or operations of Curado except changes in the ordinary
course of business, which changes have not in the aggregate been materially
adverse.
2.05 Filings with Government
Agencies. Curado has made all required filings with any
Government agency, including the Texas Railroad Commission.
2.06 Liabilities. It
is understood and agreed that the purchase of the Shares is
predicated on the accuracy and completeness of Curado’s disclosure of
its liabilities. To the best of Seller’s knowledge, there is no
dispute of any kind between Curado and any third party, and no such dispute will
exist at the Closing of this transaction.
2.07 Tax
Returns. To the best of Seller’s knowledge, Curado has made
all necessary filings of federal or state income tax returns and has not
incurred any liability to any taxing organization.
2.08 Ability to Carry Out
Obligations. The Sellers have the right, power, and authority
to enter into, and perform their obligations under this
Agreement. The execution and delivery of this Agreement by the
Sellers and the performance by the Sellers of their obligations hereunder will
not cause, constitute, or conflict with or result in (a) any breach or violation
or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or
other agreement or instrument to which Seller is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would cause Seller (and/or assigns) to be
liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of Seller or upon
the shares of the Company to be acquired by the Buyer.
2.09 Compliance with
Laws. Seller has complied, to the best of its knowledge, in
all material respects, with, and is not in violation of any, federal, state, or
local statute, law, and/or regulation pertaining. To the best of its
knowledge, Seller has complied with all federal and state securities laws in
connection with the offer, sale and distribution of its
securities. At the time that Curado sold shares to the Seller, it was
entitled to use the exemptions provided by the Securities Act of 1933 relative
to the sale of its shares. The shares being sold herein are being
sold in a private transaction between the Seller and the Buyer, and the Buyer
makes no representation as to whether the Shares are subject to trading
restrictions under the Securities Act of 1933, as amended and rules
thereunder.
2.10 Litigation. Seller
is not (and has not been) a party to any suit, action, arbitration, or legal
administrative, or other proceeding, or pending governmental investigation. To
the best knowledge of the Seller, there is no basis for any such action or
proceeding and no such action or proceeding is threatened against
Seller. Seller is not a party to or in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
2.11 Conduct of
Business. Prior to the Closing, Curado shall
conduct its business in the normal course, and shall not (without the prior
written approval of Buyer) (i) sell, pledge, or assign any assets, (ii) amend
its Certificate of Incorporation or Bylaws, (iii) declare dividends, redeem or
sell stock or other securities (iv) incur any liabilities, except in the normal
course of business, (v) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (vi) enter into any other
transaction.
2.12 Title. Seller
has good and marketable title to the Shares. The Shares will be, at
the Closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, except for restrictions on
transfer imposed by federal and state securities laws. None of the
shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar instrument with
respect to such shares. Except as provided in this Agreement, Seller
is not party to any agreement which offers or grants to any person the right to
purchase or acquire any of the Shares. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
purchase of the shares by Seller (and/or assigns) impair, restrict or delay
voting rights with respect to the Shares.
2.13 Transfer of
Shares. The Seller shall deliver certificate(s) representing
the Shares being purchased, along with the proper Stock Powers to the Buyer at
closing. The Buyer will have the responsibility of sending the
certificates, along with stock powers to the Transfer Agent for the Company to
have the certificates changed into their respective names and denominations and
the Buyer shall be responsible for all costs involved in such changes and in
mailing new certificates to all shareholders.
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2.14 Representations. All
representations shall be true as of the Closing and all such representations
shall survive the Closing.
ARTICLE
III
CLOSING
3.01 Closing for the Purchase of
Common Stock. The Closing (the “Closing”) of this transaction
for the Shares of Common Stock being purchased will occur when all of the
documents and consideration described herein have been
delivered. Unless the Closing of this transaction takes place on or
before July 7, 2008, then either party may terminate this
Agreement.
This
Agreement can be terminated in the event of any material breach by either
party.
3.02 Documents and Payments to be
Delivered at Closing of the Common Stock Purchase. As part of
the Closing of the Common Stock purchase, the following documents, in form
reasonably acceptable to counsel to the parties, shall be
delivered:
(a) By
the Sellers:
(i) stock
certificate or certificates, along with Medallion Guaranteed stock powers,
representing the Shares, endorsed in favor of the name or names as
designated by Buyer or left blank;
(ii) the
appointment of __________ as the Company’s President, Secretary and
Treasurer and the resignation of all officers of Curado.
(iii) the
appointment of __________ as directors of Curado and the resignation
of all its current directors;
(iv) true
and correct copies of all of the business and corporate records
of Curado, including but not limited to correspondence files, bank
statements, checkbooks, savings account books, minutes of shareholder and
directors meetings or consents, financial statements, shareholder listings,
stock transfer records, agreements and contracts; and
(v) such
other documents of Curado as may be reasonably required by Buyer, if available
to Seller.
(b) By
Buyer:
(i) The
Promissory Note, in the form attached hereto.
ARTICLE
IV
REMEDIES
4.01 Arbitration. Any
controversy of claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Dallas, Texas in accordance with the Rules of the American Arbitration
Association then existing, and judgment on the arbitration award may be entered
in any court having jurisdiction over the subject matter of the
controversy.
4.02 Termination. In
addition to any other remedies, the Buyer may terminate this Agreement, if at
the Closing, the Seller has failed to comply in all material respects with all
material terms of this Agreement, have failed to supply any documents required
by this Agreement unless they do not exist, or have failed to disclose any
material facts which could have a substantial effect on any part of this
transaction.
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4.03 Indemnification. From
and after the closing, the Seller, jointly and severally, agree to indemnify
Buyer against all actual losses, damages and expenses caused by (i) any material
breach of this Agreement by them or any material misrepresentation of the Seller
contained herein, or (ii) any misstatement of a material fact or omission to
state a material fact required to be stated herein or necessary to make the
statements herein not misleading.
4.04 Indemnification
Non-Exclusive The foregoing indemnification
provision is the in addition to, and not derogation of any statutory, equitable
or common law remedy any party may have for breach of representation, warranty,
covenant or agreement.
ARTICLE
V
MISCELLANEOUS
5.01 Captions and
Headings. The article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
5.02 No Oral
Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
5.03 Non
Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
5.04 Time of
Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
5.05 Entire
Agreement. This Agreement, including any and all attachments
hereto, if any, contain the entire Agreement and understanding between the
parties hereto, and supersede all prior agreements and
understandings.
5.06 Significant
Changes The Seller understand that significant changes
may be made in the capitalization and/or stock ownership of Curado, which
changes could involve a reverse stock split and/or the issuance of additional
shares, thus possibly having a dramatic negative effect on the percentage of
ownership and/or number of shares owned by present shareholders of
Curado.
5.07 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable
to all parties.
5.08 Notices. All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, or on the second day if
faxed, and properly addressed or faxed as follows:
If to the
Seller:
South
Beach Live, Inc.
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If to
Buyer:
Xxxx Xxxxxx
00000 Xxxxxx Xxxxxxx, Xxxxx
000
Xxxxxxx Xxxxx 00000
5.09 Binding
Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives, successors and
assigns of each of the parties to this Agreement.
5.10 Effect of
Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the Closing of this
Agreement.
5.11 Mutual
Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall execute such
other and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
In
witness whereof, this Agreement has been duly executed by the parties hereto as
of the date first above written.
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SELLER
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South
Beach Live, Inc.
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By:______________________________
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Title:
____________________________
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PURCHASER
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By:
______________________________
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Title:
____________________________
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CONVERTIBLE
PROMISSORY NOTE
$250,000.00
(USD) Dallas,
Texas
June
10, 2008
FOR VALUE
RECEIVED, Gulf Onshore, Inc.., a Nevada corporation ("MAKER"), promises to pay,
in lawful money of the United States of America, to the order of South Beach
Live, Inc. a Florida corporation, ("HOLDER"), at 00000 Xxxx Xxxx Xx. Xxxxxx, XX
00000, or at such other place as Holder shall from time to time direct, the
principal amount of Two Hundred and Fifty Thousand and 00/100 U.S. Dollars
($250,000.00) (the "PRINCIPAL"), together with accrued interest on the unpaid
Principal (the "INTEREST"), as it exists from time to time, at the rate of ten
percent (10%) per annum (the "INTEREST RATE"), calculated from the date hereof
until paid in full in accordance with the following terms and
conditions:
1. MATURITY. The
entire unpaid Principal, together with accrued and unpaid Interest, if any, and
all other charges due hereunder, if any, shall be due and payable, unless sooner
paid, on the first (1st) anniversary of the date of this Note; provided,
however, upon the written agreement of Maker and Holder, such due date may be
extended by up to one (1) year (as applicable, the "MATURITY
DATE").
2. PAYMENTS. All
unpaid Principal and accrued and unpaid Interest shall be due and payable on the
Maturity Date.
3. MANNER
OF PAYMENTS. Principal and Interest, and all other charges due
hereunder, if any, shall be payable in U.S. Dollars at the office of Holder set
forth above, or at such other place as Holder from time to time may designate in
writing, without deduction or setoff.
4. ASSIGNMENT/ENDORSEMENT. The
Holder may, from time-to-time, assign or endorse some or all of this Note, and
any related conversion rights, to a creditor, obligor or other purchaser, upon
notice, but without approval of, the Maker. The Maker shall have the
right to prepay this Note to Holder prior to such assignment or endorsement, by
tendering all amounts due to Holder within one (1) business day of receipt of
such notice. In the event Holder assigns or endorses only a portion
of the Note, the assignee or endorsee shall have the right to demand that Maker
draft and execute such additional number of Notes so as to reflect such
transfer, canceling the original Note and replacing it with as many Notes in as
may be required, in the form of this Note, each of which shall be binding on
Maker.
5. CONVERSION.
(a) The Company will also
authorize the issue of One Million (1,000,000) shares of its common
stock (hereinafter called "The Stock") and will authorize the issuance of and
reserve for such purchase such a number of additional shares of common stock
(hereinafter called the "Conversion Stock") as may from time to time be the
maximum number required for issuance upon conversion of the Note pursuant to the
conversion privileges hereinafter stated.
(b) A. The Holder
of any of the Notes at any time up to and including the maturity date (or, as to
any of the Notes to which notice of prepayment shall have been given, at any
time up to the close of business on the third business day prior to the day
fixed for prepayment) but not thereafter may convert the Notes in whole or in
part into as many fully paid and nonassessable shares of Common Stock of the
Company as the principal amount of the Note so converted in a multiple of Twenty
Five Cents (.25) per share, and upon surrender of the certificate representing
the Notes to the Company at its principal office in the City of Addison, Texas.
If any of the Notes shall be converted in part, the Company shall, at its option
and without charge to the Holder, either (i) execute and deliver to the Holder
Notes for the balance of the principal amount so converted, or (ii) make notes
hereon as to the principal of the amount converted.
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B. Upon conversion of any of
the Notes, all accrued and unpaid interest on the principal amount converted
shall be paid to the Holder by the Company.
C. The Company shall take
all necessary steps to maintain the registration for the shares held subject to
the conversion privilege as described in this section.
D. In the case the Company
shall issue or sell any share of its Common Stock (other than the Stock Shares
issued upon conversion of any of the Notes) without consideration or for
consideration per share less than the conversion price of Twenty Five Cents
(.25) per share, then forthwith upon such issuance or sale, the
conversion price shall be adjusted to that price paid, or $.001 (par value) if
no consideration is paid or given.
E. In case the Company shall
at any time divide its outstanding shares of Common Stock into a greater number
of shares, the conversion price in effect immediately prior to such subdivision
should be proportionately reduced, and, conversely, in the case of outstanding
shares of Common Stock of the Company shall be combined into a smaller number of
shares, the actual conversion price in effect immediately prior to such
combination shall be proportionately increased.
F. In case the Company shall
declare a dividend or make a distribution of any Stock of the Company payable in
Common Stock or in Convertible Securities, the aggregate maximum number of
shares of Common Stock issuable in payment of such dividend or distribution, or
upon conversion of or in exchange for such Convertible Securities issuable in
payment of such dividend or distribution, shall be deemed to have been issued or
sold without consideration.
G. No fractional share of
Common Stock shall be issued upon conversion of any of the Notes. If
any Holder of the Notes shall have converted all the Notes held by him other
than a principal amount so small that less than a whole share of Common Stock
would be issuable upon conversion thereof, the Company may elect to prepay such
balance, with interest accrued thereon to the date fixed for prepayment, or
leave the same outstanding until the maturity of the Note.
H. In any reclassification
or change of outstanding shares of Common Stock issuable upon conversion of the
Notes (other than a change in stated value or from no par to par value) or in
the case of any consolidation or merger of the Company with any other
corporation, or in the case of the sale and conveyance to another to another
corporation or person of the property of the Company in its entirety or
substantially as an entirety, the Company shall, as a condition precedent to
such transaction, case effective provisions to be made that each Holder of the
Notes then outstanding shall have the right thereafter to convert the Notes into
the kind and amount of shares of Stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a Holder of the number of shares of Common Stock in the Company
into which such Notes might have been converted immediately prior to such
reclassification, change, consolidation, merger, sale or
conveyance.
5. PREPAYMENT. The
Principal may be prepaid, in full or in part, at any time and from time to time,
without premium or penalty; provided, however, all accrued and unpaid Interest
must be concurrently paid at the time of such prepayment of
Principal.
6. DEFAULT. Maker
shall be in default under this Promissory Note upon the occurrence of any of the
following events (each, a "DEFAULT"):
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(a) Maker fails to make any
payment of Principal or Interest when due, or fails to perform any of the terms,
conditions or obligations hereunder, and such failure continues for a period of
fifteen (15) calendar days after receipt by Maker from Holder of written notice
thereof; provided, however, if Maker fails to make any payment of Principal or
Interest when due more than five (5) times prior to the fourth (5th) anniversary
of the date of this Promissory Note, or more than six (6) times prior to the
fifth (6th) anniversary of the date of this Promissory Note if the Maturity Date
is extended pursuant to the terms of Section 1 hereof, then such failure shall
immediately thereafter be a Default and Holder shall have no obligation to
provide written note of such failure and Maker shall have no right or ability to
cure such failure;
(b) Maker shall file or have
filed against it, voluntarily or involuntarily, a petition for its winding up,
or shall procure or suffer the appointment of a receiver for any portion of its
properties or assets, or shall make an assignment for benefit of its creditors,
provided same is not cured within thirty (30) calendar days of such event
occurring; or
(c) Maker ceases operations,
is dissolved, or terminates its existence.
Upon a Default, the entire unpaid
Principal, together with accrued and unpaid Interest, and all other charges due
hereunder, if any, shall immediately become due and payable and Holder may
proceed at once to exercise any or all remedies available to Holder under this
Promissory Note or at law or equity. At such time as a judgment is obtained for
any amounts owing under this Promissory Note, interest shall continue to accrue
on the amount of the judgment at the Interest Rate.
7. OTHER
OBLIGATIONS. Maker agrees to pay all costs of collection if suit be
brought. Costs of collection include, without limitation, reasonable attorneys'
fees if this Promissory Note is placed in the hands of attorneys for collection
(whether or not suit is brought to collect the amount past due), together with
all court costs, investigative costs and other expenses incurred in the
prosecution of any suit.
8. REMEDIES
CUMULATIVE. All remedies herein given to Holder are cumulative and
not alternative, are in addition to all of the same which are available to
Holder under all statutes at law or in equity, and may be exercised in any order
or simultaneously, at Holder's sole election. Any forbearance or delay by Holder
in exercising the same shall not be deemed to be a waiver thereof, and the
exercise of any right or partial exercise thereof shall not preclude the further
exercise thereof, and the same shall continue in full force and effect until
specifically waived by an instrument in writing executed by Holder.
9. SEVERABILITY. If
any provision of this Promissory Note is held to be invalid or unenforceable by
a court of competent jurisdiction, the other provisions of this Promissory Note
shall remain in full force and effect and shall be liberally construed in favor
of Holder in order to effect the provisions of this Promissory
Note.
10. WAIVER
OF ERRORS. Maker hereby waives and releases all errors, defects and
imperfections in any proceedings instituted by Holder under the terms of this
Note, as well as all benefit that might accrue to Maker by virtue of any present
or future laws providing for any stay of execution to be issued on any judgment
recovered on this Promissory Note, and Maker agrees that any real or personal
property that may be levied upon pursuant to a judgment obtained by virtue
hereof, on any writ of execution issued thereon, may be sold upon any such writ,
in whole or in part, in any order desired by Holder.
11. WAIVER
OF NOTICES. Maker hereby waives diligence, presentment for payment,
demand, notice of demand, notice of nonpayment or dishonor, protest and notice
of protest of this Promissory Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Promissory Note, and agrees that Maker's liability hereunder shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Holder. Maker consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Holder with respect to the payment or other provisions of this Promissory Note,
with or without substitution.
12. NO
WAIVER. Holder shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by Holder, and then only to the extent
specifically set forth in the writing. A waiver in one event shall not be
construed as continuing or as a bar to or waiver of any right or remedy to any
subsequent Default, or, in the event of continuance, of any existing
Default.
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13. APPLICABLE
LAW. This Note shall be governed by and construed in accordance with
the laws of the Province of Alberta, without regard to the choice of law rules
of that Province.
14. AMENDMENT. This
Note shall in no event be amended or modified, except by an instrument in
writing executed by the party to be bound thereby.
15. NUMBER
AND GENDER. Whenever used, the singular number shall include the
plural, the plural the singular, the use of any gender shall be applicable to
all genders, and the words "Holder" and "Maker" shall be deemed to include the
respective successors and assigns of Holder and Maker.
16. CAPTIONS. The
captions set forth in this Note are for convenience only and do not comprise a
part of this Note.
IN
WITNESS WHEREOF, this Note has been executed as of the date first hereinabove
written.
"MAKER"
By: __________________________________
Name:
________________________________
Its: President
“HOLDER”
South Beach Live, Inc.
By: __________________________________
Name:
________________________________
Its:
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