Mandatory Conversion by Holder from Convertible Promissory Note
FOR VALUE RECEIVED, Dania Entertainment, LLC, a Delaware limited liability company (the Company), promises to pay to Lakes Florida Development, LLC, a Minnesota limited liability company (the Holder), the principal sum of Four Million Dollars ($4,000,000.00), in lawful money of the United States of America, together with interest thereon as, and under the conditions, set forth herein. This Convertible Promissory Note (this Note) is subject to the following terms and conditions:
Mandatory Conversion by Holder. Provided that the Company has secured the financing required for it to consummate (Close) the transactions contemplated by the Asset Purchase Agreement executed on April 29, 2011 by and among the Company, as purchaser, and The Aragon Group, LLC and Summersport Enterprises, LLC, collectively as seller (the APA), the outstanding principal balance and accrued interest on this Note (the Repayment Amount) shall be converted in its entirety immediately prior to the Close (such conversion being referred to herein as the Mandatory Conversion Event) into fully paid and non-assessable membership interests of the Company, such conversion to be at such rate, and such membership interests to contain the same economic terms and economic rights as are afforded to third party investors under the Offering (as described below), provided that such membership interests into which the Repayment Amount shall so convert shall have full voting and other governance rights regardless of the voting and governance rights afforded to such third party investors.