ContractConvertible Debenture • December 17th, 2010 • Cargo Connection Logistics Holding, Inc. • Transportation services • Florida
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractConvertible Note • December 17th, 2010 • Cargo Connection Logistics Holding, Inc. • Transportation services • New York
THIS NOTE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.
PROMISSORY NOTEPromissory Note • December 17th, 2010 • Cargo Connection Logistics Holding, Inc. • Transportation services
Cargo Connection Logistics Holding, Inc., a Florida corporation (the "Maker"), with an address of PO Box 248, East Meadow, NY 11554, for value received, hereby promises to pay to the order of Marine Industries LLC, a Nevada corporation(“Payee”), with an address of 848 North Rainbow Boulevard, #3052, Las Vegas, NV89107 or their designees, the principal sum of nine thousand dollars ($9,000), together with interest thereon accruing at a rate of ten percent (10%) until all principal under this Note is paid in full.Interest on the principal balance of this Note from time to time outstanding shall be computedbased on a 365-day year and actual days elapsed. Repayment of the loan shall be made in full, including interest, within two years of the date of this loan. All payments made by Maker under this Note shall be in immediately available funds and U.S. dollars.
PROMISSORY NOTEPromissory Note • December 17th, 2010 • Cargo Connection Logistics Holding, Inc. • Transportation services
Cargo Connection Logistics Holding, Inc., a Florida corporation (the "Maker"), with an address of PO Box 248, East Meadow, NY 11554, for value received, hereby promises to pay to the order of Taconic Group LLC , a Florida corporation ("Payee"), with an address of 19515 Presidential Way, Miami, FL 33179 or their designees, the principal sum of sixty-six thousand dollars ($66,000), together with interest thereon accruing at a rate of ten percent (10%) until all principal under this Note is paid in full. Interest on the principal balance of this Note from time to time outstanding shall be computed based on a 365-day year and actual days elapsed. Repayment of the loan shall be made in full, including interest, within two years of the date of this loan. All payments made by Maker under this Note shall be in immediately available funds and U.S. dollars.
SECURITY AGREEMENTSecurity Agreement • December 17th, 2010 • Cargo Connection Logistics Holding, Inc. • Transportation services • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 16, 2010, by and between ZEROSMOKE NORTH AMERICA, INC. (the “Company”), and the CARGO CONNECTION LOGISTICS HOLDING, INC (the “Secured Party” or “Buyer”).
