AGREEMENT TO ADVANCE FUNDS
AGREEMENT
TO ADVANCE FUNDS
This
Agreement to Advance Funds (the "Agreement") is made by and between ▇▇▇▇▇▇
▇.
▇▇▇▇▇, ▇▇., an individual, and ▇▇▇▇▇▇▇▇▇ Group International, Inc., a California
corporation (the "Company").
WHEREAS,
the Company has filed a registration statement on Form 10-SB, (the "Registration
Statement"), with the Securities and Exchange Commission (the
"SEC");
WHEREAS,
the Company anticipates the fees and expenses relating to back taxes and
to the
Registration Statement plus SEC filings for one year will total approximately
$80,000;
WHEREAS,
the Company anticipates first paying such expenses from its
treasury;
WHEREAS,
the Company acknowledges that the fees and expenses relating to the Registration
Statement yet to be incurred may exceed the Company's available cash balance;
and
WHEREAS,
as a director, officer and beneficial owner of shares of the Company, ▇▇.
▇▇▇▇▇
desires the Company to continue to pursue the registration,
NOW,
THEREFORE, for and in consideration of the promises and mutual covenants
herein
contained, and other valuable consideration, the parties hereto hereby agree
as
follows:
1. Advancement
of Funds.
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(a)
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Advancement
of
funds up
to $80,000. In consideration of the Company's commitment to
continue with the registration process should fees and expenses
exceed the
funds immediately available in its treasury, ▇▇. ▇▇▇▇▇ hereby agrees
to
advance up to a total of $80,000 for use towards fees and expenses
relating to the Registration Statement plus required SEC filings
for one
year.
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(b)
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Further
advances. ▇▇. ▇▇▇▇▇ further agrees to consider any further
requests for advancement of funds in excess of $80,000, but advancement
of
any additional funds shall remain subject to ▇▇. ▇▇▇▇▇'▇ sole
discretion.
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2.
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Requesting
an Advance of Funds. ▇▇. ▇▇▇▇▇ shall advance funds upon request
of the Company upon disclosure of the Company's available cash
balance,
expenses incurred in relation to the Registration Statement to
the date of
the request, and a reasonable projection of the anticipated fees
and
expenses to be incurred in relation to the Registration Statement
within
the 30 day period subsequent to the
request.
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3.
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Tracking
Advanced Funds. In connection with each advance of funds by ▇▇.
▇▇▇▇▇ to the Company, the parties shall execute a note in substantially
similar form to Exhibit A to this
Agreement.
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4.
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No
Interest on Advanced Funds. The funds advanced by ▇▇. ▇▇▇▇▇ shall
bear no interest nor entitle ▇▇. ▇▇▇▇▇ to any fees or any reimbursement
other than the face value of any outstanding
notes.
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5.
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Reimbursement
of Advanced Funds. The Company shall reimburse ▇▇. ▇▇▇▇▇ for the
aggregate amount of any advances, as reflected by any notes outstanding,
upon consummation of a merger or acquisition. The Company shall
repay any
advances pursuant to this Agreement prior to reimbursing costs
incurred in
relation to the consummation of the business
combination.
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IN
WITNESS WHEREOF, the undersigned parties have executed this Agreement upon
proper legal authority as of the 1st day of
March
2006.
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇.,
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇,
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an
individual
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Secretary
of ▇▇▇▇▇▇▇▇▇ Group International,
Inc.
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EXHIBIT
A
THIS
NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER
SUCH
ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
PROMISSORY
NOTE
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$49,107
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Los
Angeles, CA
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______________,
2006
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FOR
VALUE
RECEIVED, ▇▇▇▇▇▇▇▇▇ Group International, Inc., a California corporation (the
"Company"), promises to pay to the order of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., an individual
(the "Holder"), the principal amount of $49,107, payable upon the
consummation of a business combination between the Company and an entity
to be
identified ("Due Date"), in relation to the Company's Registration Statement
on
Form 10-SB. The principal amount shall not bear any interest.
The
following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which Holder, by the acceptance of this Note,
agrees:
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1.
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Agreement
to Advance Funds. This Note is being issued pursuant to the terms of
the Agreement to Advance Funds entered into by and between
the Company and
the Holder and dated March 1, 2006 (the
"Agreement").
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2.
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Payments.
All payments of principal in respect of this Note shall be
made in lawful
money of the United States of America in same day funds at
the principal
office of the Holder, or at such other place as Holder may
designate in
writing. Each payment made hereunder shall be credited to outstanding
principal due.
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3.
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Prepayment
Privilege. This Note may be prepaid at any time, without premium
or
penalty.
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4.
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Events
of Default. All liabilities of the Company under this Note shall
be
immediately due and payable, without notice or demand, upon
or at any time
after the occurrence or existence of any one or more of the
following
"Events of Default":
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(a)
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A
proceeding shall have been instituted in a court having jurisdiction
over
the Company seeking a decree or order for relief in respect of
Company in
an involuntary case under any applicable bankruptcy, insolvency,
reorganization or other similar law and such involuntary case
shall remain
undismissed or unstayed and in effect for a period of sixty (60)
consecutive days, or Company shall commence a voluntary case
under any
such law or consent to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other
similar
official).
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(b)
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The
Company shall have filed a notice of withdrawal of the Company's
registration statement on Form 10-SV with the Securities and
Exchange
Commission (the "SEC"); or
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(c)
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The
Company shall have failed to complete the contemplated Registration
Statement within 6 months from date filed with the
SEC.
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5.
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Successors
and Assigns. The rights and obligations of the Company and Holder
of
this Note shall be binding upon and benefit the successors,
assigns,
heirs, administrators and transferees of the parties. The
Company may not
assign its obligations hereunder without the consent of
the Holder; the
Holder may assign its rights, interests or obligations
hereunder, in whole
or in part.
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6.
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Waiver
and Amendment. Any provision of this Note may be amended, waived
or
modified upon the written consent of the Company and
Holder.
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7.
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Notices.
Any notice, request or other communication required or
permitted hereunder
shall be in writing and shall be deemed to have been duly
given if
personally delivered or mailed by registered or certified
mail, postage
prepaid, or by recognized overnight courier or personal
delivery at the
respective addresses of the parties as set forth on the
register
maintained by the Company. Any party hereto may by notice
so given change
its address for future notice hereunder. Notice shall conclusively
be
deemed to have been given when
received.
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8.
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Expenses;
Waivers. If action is instituted to collect this Note, the
Company
promises to pay all costs and expenses, including, without
limitation,
reasonable attorneys' fees, and costs, incurred in connection
with such
action. The Company hereby waives notice of default, presentment
or demand
for payment, protest or notice of nonpayment or dishonor
and all other
notices or demands relative to this
instrument.
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9.
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Governing
Law. This Note and all actions arising out of or in connection
with
this Note shall be governed by and construed in accordance
with the laws
of the State of California, without regard to the conflicts
of law
provisions of the State of California, or of any other
state.
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10.
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Waiver
of Jury Trial. To the fullest extent permitted by applicable law,
the
Company and the Holder hereby irrevocably and expressly
waive all right to
a trial by jury in any action, proceeding, counterclaim
(whether based
upon contract, tort or otherwise) arising out of or relating
to this Note,
or other documents entered in connection herewith or the
transactions
contemplated hereby.
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11.
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Headings.
The headings of the sections and subsections of this Note
are inserted for
convenience only and do not constitute a part of this
Note.
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12.
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Severability.
In case any one or more of the provisions contained in
this Note shall be
deemed invalid, illegal, or unenforceable in any respect,
the validity,
legality and enforceability of the remaining provisions
contained herein
shall not in any way be affected or impaired
thereby.
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13.
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Miscellaneous.
In the event the Holder at any time discovers that this
Note contains an
error which was caused by clerical mistake, calculation
error, computer
error, printer error, or similar error, the Company agrees,
upon notice
from the Holder to execute any amendment or modification
hereto that is
necessary to correct any such errors, and the Company also
agrees not to
hold the Holder responsible for any damage resulting from
such error. If
this Note is lost, stolen, mutilated or destroyed, and
the Holder delivers
to the Company an indemnification in the Company's favor,
signed by the
Holder, the Company will sign and deliver to Holder, a
note identical in
form and content which will have the effect of the original
Note for all
purposes.
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IN
WITNESS WHEREOF, the undersigned has caused this Note to be duly executed
and
delivered as of the day and year first above written.
▇▇▇▇▇▇▇▇▇
GROUP INTERNATIONAL, INC.
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
Secretary
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