PROMISSORY NOTEPromissory Note • December 30th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Florida
This Promissory Note, dated December 17, 2008, (the “Note”) is by and between the Majority Shareholders of The Americas Learning Centers, Inc., as listed in Exhibit A, (the “Holders”) and Hackett’s Stores, Inc., with a business address of 2001 SE Sailfish Point Blvd., #112, Stuart, Florida 34996, a Florida corporation, (the “Borrower” or “Company”), and is exempt from registration under the Securities Act of 1933 of the United States, as amended.
AGREEMENT FOR THE EXCHANGE OF SECURITIES BY AND AMONG THE AMERICAS LEARNING CENTERS, INC. (A FLORIDA CORPORATION) AND MAJORITY SHAREHOLDERS AND NOTEHOLDERS OF THE AMERICAS LEARNING CENTERS, INC. AND SEAWAY VALLEY CAPITAL CORPORATION (A DELAWARE...Agreement • December 30th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Florida
THIS AGREEMENT (the “Agreement”) is made this 17th day of December, 2008, (the “Effective Date”) by and among THE AMERICAS LEARNING CENTERS, INC, (“ALRN”) a Florida corporation, the MAJORITY SHAREHOLDERS OF THE AMERICAS LEARNING CENTERS, INC. and the NOTEHOLDERS OF THE AMERICAS LEARNING CENTERS, INC., (the “Majority Shareholders of The Americas Learning Centers, Inc., and the “Noteholders of The Americas Learning Centers, Inc.”, collectively herein shall be referred to as the “Majority Stakeholders of The Americas Learning Centers, Inc.”), on the one hand, and on the other hand, PATRICK HACKETT HARDWARE COMPANY, (“PHHC”), a New York corporation, and the SEAWAY VALLEY CAPITAL CORPORATION, (“SVCC”), a Delaware Corporation, which is the owner of 100% of the capital stock of the PHHC. (All the aforementioned persons and entities may be collectively referenced herein as the “Parties”, or individually as a “Party”.)
