UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 6, 2017
AMERICAN REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
333-201607 |
47-3892903 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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718 Thompson Lane, Suite 108-199 Nashville, Tennessee |
37204 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (913) 940-9919
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as de fi ned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company X .
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised fi nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. .
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FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Current Report on Form 8-K.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
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our ability to efficiently manage and repay our debt obligations;
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our inability to raise additional financing for working capital;
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our ability to generate sufficient revenue in our targeted markets to support operations;
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significant dilution resulting from our financing activities;
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actions and initiatives taken by both current and potential competitors;
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supply chain disruptions for components used in our product;
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manufacturers inability to deliver components or products on time;
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our ability to diversify our operations;
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the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
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adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
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changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
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deterioration in general or global economic, market and political conditions;
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inability to efficiently manage our operations;
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inability to achieve future operating results;
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the unavailability of funds for capital expenditures;
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our ability to recruit, hire and retain key employees;
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the inability of management to effectively implement our strategies and business plans; and
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the other risks and uncertainties detailed in this report.
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and in our Annual Report on Form 10-K for the year ended December 31, 2016.
Item 1.01 Entry into a Material Definitive Agreement.
On July 6, 2017, the Registrant’s wholly-owned operating subsidiary, American Rebel, Inc. (“ARI”), completed the sale of a secured promissory note (the “Note”) in the principal amount of $250,000 with an interest rate of 12% per annum pursuant to the terms of a loan agreement between a private investor, and current stockholder, and ARI (the “Loan Agreement”).
As a condition of the Loan Agreement, ARI agreed to pledge all of its current inventory as collateral for the loan (the “Security Agreement”) and the Registrant’s chief executive officer agreed to guaranty the Note (the “Guaranty”).
The Note funded on July 7, 2017 and proceeds will be utilized for general working capital. ARI is required to make principal reduction payments in weekly installments equal to 75% of its weekly gross sales. All remaining principal and interest will be due on the 180 th day from the date of the Note.
The Note may be prepaid in whole or in part, at any time.
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The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of ARI.
The Note contains default events which, if triggered and not timely cured (if curable), will result in a default interest at the rate of 36% per annum.
The above description of certain material terms of the Note, Loan Agreement, Security Agreement and Guaranty is not a complete description of all terms of the financing transaction and is qualified in its entirety by reference to the Note, Loan Agreement, Security Agreement and Guaranty, which are attached hereto as exhibits 4.1, 10.1, 10.2 and 10.3, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 pertaining to the Note and ancillary agreements (Entry into a Material Definitive Agreement) is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Unregistered Securities.
In connection with the sale of the Note described in Item 1.01 above, the Registrant agreed to issue the noteholder 250,000 shares of its common stock.
The above-described issuance was exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number |
Description |
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4.1 |
$250,000 Note |
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10.1 |
Loan Agreement |
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10.2 |
Security Agreement |
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10.3 |
Guaranty |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN REBEL HOLDINGS, INC. |
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Date: July 11, 2017 |
By : /s/ Charles A. Ross, Jr. |
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Charles A. Ross, Jr. Chief Executive Officer |
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SECURED PROMISSORY NOTE
$250,000.00 principal Overland Park, Kansas
July 6, 2017
FOR VALUE RECEIVED, AMERICAN REBEL, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter “Maker”), promises to pay to the order of HARVEY M. BURSTEIN, his heirs and assigns, having a residence at 13901 Conser Street, Unit 1607, Overland Park, Kansas, 66223 (hereinafter “Holder”) the principal sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in lawful money of the United States of America, with all Interest thereon, plus other sums and amounts as defined and specified in this Secured Promissory Note (hereinafter “Note”).
1.
Interest. This Note shall bear, and the Maker shall pay, interest (“Interest”) at the stated rate of 1.0% per month on the outstanding principal balance from the date of this Note through the Maturity Date, as defined below; however if this Note is not fully paid by the Maturity Date, then interest at the rate of 3.0% per month shall apply to the outstanding principal balance until this Note is paid in full.
2.
Payments and Maturity Date. Principal shall be reduced in weekly installments in an amount equal to 75% of Maker’s weekly gross sales from the prior week of those items being provided as security for this loan. Maker shall provide Holder weekly gross sales reports of all items, which are provided as security for this loan and shall pay the funds due Holder within 3 business days following said weekly gross sales report to Holder. Such payments shall be applied directly to and reduce the principal amount of this Note. The remaining balance of principal and all accrued interest shall be paid by Maker to Holder in full 180 days from the date of this Note (“Maturity Date”). Interest is calculated on a 360 day year.
3.
Prepayment Privilege. Maker may prepay this Note in whole or in part at any time.
4.
Default. Maker shall perform its obligations and covenants in this Note and in each and every other agreement between Maker and Holder pertaining to the indebtedness evidenced hereby. The following provisions shall apply upon failure of Maker so to perform.
4.1
Event of Default . Any of the following events shall constitute an “Event of Default” hereunder:
4.1.1
Failure of Maker to pay the sums provided for herein when due, which failure continues for a period of five (5) calendar days after the due date of the amount involved; or
4.1.2
Failure of Maker to perform any of the other covenants, conditions, provisions or agreements contained herein; or
4.1.3
The entry of an order for relief under Federal Bankruptcy Code as to Maker or entry of any order appointing a receiver or trustee for any of Maker or approving a petition in reorganization or other similar relief under bankruptcy or similar laws in the United States of America or any other competent jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn within sixty (60) days after entry thereof; or the filing of a petition by Maker seeking any of the foregoing, or consenting thereto; or filing of a petition to take advantage of any debtor’s act; or making a general assignment for the benefit of creditors; or admitting in writing inability to pay debts as they mature; or in the event that garnishment, attachment, levy or execution is issued against any collateral securing the Maker’s obligations.
4.2
Acceleration . In addition to any other rights or remedies provided for under this Note, upon any Event of Default and the expiration of any applicable cure periods, at the option of Holder, all sums evidenced hereby, including all principal, Interest, fees and all other amounts due hereunder shall become immediately due and payable without notice, and interest on the outstanding unpaid principal balance plus prior unpaid accrued interest shall bear Interest at the rate of three percent (3%) per month on the outstanding principal balance, until paid in full. Holder may exercise such rights and remedies in the Event of Default as provided in the Agreement.
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4.3
Notice by Maker . Upon the happening of any Event of Default specified in this Paragraph 4 that is not cured within the respective periods prescribed above, Maker will give prompt written notice thereof to Holder of this Note.
4.4
No Waiver . Failure of Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent default, or in the event of continuance of any existing default after demand or performance thereof.
5.
Security. This Note is secured by the personal guaranty of Charles A. Ross, Jr. a/k/a Andy Ross (“Guaranty”) and the security agreement provided by Maker.
6.
Expenses and Identity of Maker.
6.1
All expenses, filing fees, legal fees in connection with this Note (including the extension and modification thereof) incurred by Holder in connection with this loan transaction including the transfer, assignment or pledge of this Note will be paid by Maker.
6.2
Maker may treat the person in whose name this Note is registered as the owner and Holder of this Note for the purpose of receiving payment of all principal of and all Interest on this Note, and for all other purposes whatsoever, whether or not such Note shall be overdue and, except for transfers effected in accordance with this Subparagraph, Maker shall be affected by notice to the contrary.
7.
Notices . All notices, approvals, consents, demands, requests or other communications required or permitted under this Note ("Notices") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (FedEx® or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, sent by e-mail (provided that a successful electronic confirmation is received), or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the address indicated next to the party’s name in this Note or at such other address as shall be designated by such party in a written notice delivered in accordance with this Paragraph. Notice of change of address shall be given by written notice in the manner set forth in this Paragraph. Rejection or other refusal to accept or the inability to deliver any Notice due to changed address or facsimile number of which no Notice in accordance with this Paragraph was given shall be deemed to constitute receipt of such Notice. Any operational failure of a Notice recipient's facsimile equipment shall extend the time for giving of Notice during such period up to a maximum delay of forty-eight (48) hours.
8.
Usury. Notwithstanding any provision of this Note to the contrary, the total liability for payments in the nature of Interest under this Note shall not exceed the limits imposed by applicable law. Maker shall not assert a claim, and shall actively resist any attempts to compel it to assert a claim, respecting a benefit under any present or future usury laws against Holder of this Note. Nothing contained in this Note or any of the other Loan Documents shall require the Maker to pay, or the Payee to accept, interest in an amount which would subject the Payee to any penalty or forfeiture under applicable law. Notwithstanding that it is not intended hereby to charge interest at a rate in excess of the maximum legal rate of interest permitted to be charged to the Maker under applicable law, if interest in excess of such maximum legal rate shall be payable hereunder, then, ipso facto , such rate shall be reduced to the highest lawful rate so that no amounts shall be charged which are in excess thereof, and, in the event it should be determined that any excess over such highest lawful rate has been received, such excess shall be applied by the Holder in reduction of the outstanding principal indebtedness evidenced by this Note.
9.
Binding Effect. This Note shall be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assigns.
10.
Collection Fees. Except as otherwise provided herein, the Maker shall pay all costs of collection, including reasonable attorneys’ fees and all costs of suit and preparation for such suit (and whether at trial or appellate level), in the event the unpaid principal amount of this Note, or any payment of Interest is not paid when due, or in case it becomes necessary to protect the security for the indebtedness evidenced hereby, or in the event Holder is made party to any litigation because of the existence of the indebtedness evidenced by this Note, or if at any time the Holder should incur any attorneys’ fees in any proceeding under the Federal Bankruptcy Code (or other similar laws for the protection of debtors generally) in order to collect any indebtedness hereunder or to preserve, protect or realize upon any security for, or guarantee or surety of, such indebtedness whether suit be brought or not, and whether through courts of original jurisdiction, as well as in courts of appellate jurisdiction, or through a bankruptcy court or other legal proceedings.
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11.
Construction; Governing Law; Jurisdiction; Jury Trial. This Note shall be governed as to its validity, interpretation, construction, effect and in all other respects by and in accordance with the laws and interpretations thereof of the State of Kansas, without giving effect to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the State of Kansas, and agrees that any dispute litigated shall be commenced and resolved in the District Court of Johnson County, Kansas for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or in any manner arising in connection with or related to the transactions contemplated hereby or involving the parties hereto whether at law or equity and under any contract, tort or any other claim whatsoever and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing or faxing a copy thereof to such party at the address for such notices as listed in this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.
This Note has been negotiated, executed, made and delivered in the County of Johnson, State of Kansas, where all advances and repayments shall be made. It is agreed that this Note, and all Loan Documents shall not become effective until Maker signs and ratifies them, thus causing this Note and all Loan Documents to be deemed executed in Kansas.
Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender.
12.
Severability. If any one or more of the provisions contained in this Note or any future amendment hereto shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note or such other agreement, and in lieu of each such invalid, illegal or unenforceable provision there shall be added automatically as a part of this Note a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.
13.
Relationship Among Separate Agreements. The terms of Guaranty are incorporated herein by reference and made a part hereof; provided, however, in the event of any inconsistency, real or apparent, between any of the terms of the Guaranty, the terms of this Note shall govern the obligation of Maker to make payment of all principal and Interest due under this Note, the terms of this Note shall govern the rights of Holder inter se and the obligations of Maker to Holder. No reference herein to the Guaranty and no provision of this Note or such Guaranty agreement shall alter or impair the obligation of Maker, which is absolute and unconditional, to pay the principal of and all Interest on this Note at the place, at the time, at the rate and in the currency herein prescribed. The Guaranty all other documents securing this Note are hereby modified in all respects necessary to give effect to the provisions of this extension and modification. In all other respects, all documents between the parties with respect to this Note remain in full force and effect as originally written. All of Holder's liens, security interests, priorities, rights and remedies under said documents shall continue in full force and effect following the extension and modification by this Note.
14.
Miscellaneous. Time is of the essence with respect to the performance of each and every covenant, condition, term and provision hereof.
14.1
Maker and any endorsers, sureties and guarantors hereof or hereon hereby waive presentment for payment, demand, protest, notice of non-payment or dishonor and of protest, and agree to remain bound until the principal sum of this Note or the amount thereof outstanding and interest and all other sums payable hereunder are paid in full notwithstanding any extensions of time for payment which may be granted even though the period of extension be indefinite, and notwithstanding any inaction by, or failure to assert any legal right available to, the Holder.
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14.2
It is further expressly agreed that any waiver by the Holder, other than a waiver in writing signed by the Holder, of any term or provision hereof or of any of the other Loan Documents or of any right, remedy or option under this Note or any of the other Loan Documents shall not be controlling, nor shall it prevent or estop the Holder from thereafter enforcing such term, provision, right, remedy or option, and the failure or refusal of the Holder to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Note or any of the other Loan Documents shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect, it being understood and agreed that the Holder’s rights, remedies and options under this Note and the other Loan Documents are and shall be cumulative and are in addition to all other rights, remedies and options of the Payee in law or in equity or under any other agreement.
14.3
Maker and Holder hereby irrevocably waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note and Maker also irrevocably waives the right, in such action, proceeding or counterclaim, to interpose any counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) or set-offs of any kind or description.
14.4
In the event that any provision of this Note or the application thereof to the Maker or any circumstance in any jurisdiction governing this Note shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Note and the application of any such invalid or unenforceable provision to parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby nor shall same affect the validity or enforceability of any other provision of this Note.
14.5
Time is of the essence as to all dates set forth in this Note, subject to any applicable notice or grace period provided herein; provided, however, whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest payable hereunder.
14.6
Maker hereby agrees to perform and comply with each of the terms, covenants and provisions contained in this Note and in any instrument evidencing or securing the indebtedness evidenced by this Note on the part of the Maker to be observed and/or performed hereunder and thereunder. No release of any security for the principal sum due under this Note, or of any portion thereof, and no alteration, amendment or waiver of any provision of this Note or of any instrument evidencing and/or securing the indebtedness evidenced by this Note made by agreement between the Holder and any other person or party shall release, discharge, modify, change or affect the liability of the Maker under this Note or under such instrument.
14.7
No act of commission or omission of any kind or at any time upon the part of Holder in respect of any matter whatsoever shall in any way impair the rights of Holder to enforce any right, power or benefit under this Note and no set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Maker has or may have against the Holder shall be available hereunder to the Maker.
14.8
The captions preceding the text of the various paragraphs contained in this Note are provided for convenience only and shall not be deemed to in any way affect or limit the meaning or construction of any of the provisions hereof.
14.9
In the event that the terms and provisions of this Note in any way conflict with the terms and provisions of the other Loan Documents, the terms and provisions of this Note shall prevail.
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IN WITNESS WHEREOF, this, this Note has been duly executed by Maker as of the day and year first above written. PRIOR TO SIGNING THIS NOTE, MAKER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.
AMERICAN REBEL, INC.
/s/ Charles A. Ross, Jr .
Charles A. Ross, Jr.,
President
STATE OF KANSAS
COUNTY OF JOHNSON
On the 6 th day of July 2017 before me, the undersigned, personally appeared Charles A. Ross, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Jerold A. Bressel
Jerold A. Bressel
Notary Public
My appointment expires:
10-19-18
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LOAN AGREEMENT
THIS AGREEMENT made this 6 th day of July 2017 by and among HARVEY M. BURSTEIN (“Lender”), AMERICAN REBEL, INC., a Nevada corporation (“Borrower”), AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“Parent Company”) and CHARLES A. ROSS, JR . a/k/a Andy Ross (“Guarantor”).
WITNESSETH:
WHEREAS, Borrower desires to obtain a loan from Lender to serve Borrower’s business needs; and,
WHEREAS, Lender is willing to enter into a loan transaction with Borrower on the terms and conditions as set forth in this Agreement; and,
WHEREAS, Guarantor is willing to guaranty payment in full of the loan from Lender to Borrower; and,
WHEREAS, Borrower, Parent Company and Guarantor warrant and represent that the number of shares to be transferred to Lender in this transaction are free and clear of any liens or encumbrances.
NOW THEREFORE, for Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties agree as follows:
1.
Lender agrees to loan the principal sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) to Borrower that will be evidenced by Borrower’s negotiable promissory note as set forth as Exhibit “1” (“Note”) attached hereto and incorporated herein by reference.
2.
Borrower hereby pledges as collateral security for the Note a first priority security interest in all inventory of every type located at 10571 Lackman Road, Lenexa, Kansas 66219, which shall include, but not be limited to all shirts, T-shirts, pants, coats, jackets, vests, shoes, boots, belts, back packs, and hats, and as more fully set forth in the Security Agreement provided as part of this transaction.
3.
Parent Company shall within 5 business days from the date of the Note cause Two Hundred Fifty Thousand (250,000) shares of common voting stock of Parent Company to be issued to Lender, with transfer made directly from the transfer agent to a designated investment account of Lender.
4.
The Parent Company represents that it is a publicly held company with its common stock currently quoted on the Over-the-Counter Market under the trading symbol “CSCP”, but soon to be changed and anticipated to be “AREB”.
5.
Borrower, Parent Company and Guarantor warrant and represent that the Two Hundred Fifty Thousand (250,000) shares of common voting stock in Parent Company to be issued to Lender in this transaction are free and clear of any liens or encumbrances.
6.
Guarantor shall guaranty full and complete performance by Borrower of its obligations set forth in the Note, as set forth in the Guaranty attached hereto as Exhibit “2” and incorporated herein by reference.
7.
Borrower and Parent Company further warrant and represent that its CEO/president, Charles A. Ross, Jr., has actual authority by Borrower’s and Parent Company’s Board of Directors to enter into this transaction with Lender on the terms set forth herein.
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8.
The Lender represents and warrants to the Borrower and Parent Parent Company that:
a.
Investment Purpose . As of the date hereof, the Lender is purchasing the Note and the shares of common voting stock issuable hereunder (collectively, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof in a manner that would violate the Securities Act of 1933, as amended (the “1933 Act”), except pursuant to sales registered or exempted from registration under the 1933 Act; provided , however , that by making the representations herein, the Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
b.
Accredited Investor Status . The Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
c.
Reliance on Exemptions . The Lender understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Parent Company is relying upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.
d.
Information . The Lender and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Borrower and Parent Company and materials relating to the offer and sale of the Securities which have been requested by the Lender or its advisors. The Lender and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Borrower and Parent Company. Notwithstanding the foregoing, neither the Borrower nor the Parent Company has disclosed to the Lender any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Lender. The Lender understands that its investment in the Securities involves a significant degree of risk. The Lender is not aware of any facts that may constitute a breach of any of the Borrower’s or Parent Company's representations and warranties made herein. The Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
e.
Governmental Review . The Lender understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
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f.
Transfer or Re-sale . The Lender understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Lender shall have delivered to the Parent Company, at the cost of the Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Parent Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Lender who agrees to sell or otherwise transfer the Securities only in accordance with this Agreement and who is an Accredited Investor, (d) the Lender provides the Parent Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Lender shall have delivered to the Parent Company, at the cost of the Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Parent Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Borrower, Parent Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).
g.
Legends . The Lender understands that the Note and the conversion voting stock shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”
The legend set forth above shall be removed and the Parent Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Parent Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Parent Company so that the sale or transfer is effected. The Lender agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
h.
Authorization; Enforcement . This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Lender, and this Agreement constitutes a valid and binding agreement of the Lender enforceable in accordance with its terms.
i.
Residency . The Lender is a resident of the State of Kansas and has no plans to change its residence within the near future.
(SIGNATURE PAGE TO FOLLOW)
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IN WITNESS WHEREOF the parties have executed this Agreement on this 6 th day of July 2017.
LENDER:
BORROWER:
AMERICAN REBEL, INC.
/s/ Harvey M. Burstein
By: /s/ Charles A. Ross, Jr.
Harvey M. Burstein
Charles A. Ross, Jr.,
President
and CEO
PARENT COMPANY:
AMERICAN REBEL HOLDINGS, INC.
By: /s/ Charles A. Ross, Jr.
Charles A. Ross, Jr.,
President
and CEO
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SECURITY AGREEMENT
ON THIS 6 th day of July 2017, AMERICAN REBEL, INC., a Nevada corporation, (hereinafter “Debtor”) , whose address is 718 Thompson Land, Suite 108-199, Nashville, TN 37204 in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants to HARVEY M. BURSTEIN , whose address is 13901 Conser, Apt. 1607 Overland Park, KS 66223, his heirs and assigns (hereinafter “Secured Party”), a security interest in the following Collateral located at 10571 Lackman Road, Lenexa, Kansas 66219 (the “Warehouse”):
The word “Collateral” means the following described property of Debtor, whether now owned or hereafter acquired, whether not existing or hereafter arising, and located at the Warehouse.
ALL INVENTORY OF EVERY TYPE (including but not limited to shirts, T-shirts, pants, coats, jackets, vests, shoes, boots, belts, back packs, hats, and knives) and as shown in part in the American Rebel Executive Summer Catalogue for June 2017
In addition, the word “Collateral” includes all of the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and located at the Warehouse:
(A)
All products, produce, and proceeds of any of the property described herein.
(B)
All accounts, contract rights, general intangibles, instruments, rents, monies, payments and all other rights, arising out of a sale, lease, or other disposition of any property described herein as Collateral.
(C)
All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition or any property described herein as Collateral.
(D)
All records and data relating to any of the property described herein whether in the form of a writing, photograph, microfilm, microfiche, or electronic or digital media, together with debtor’s right, title and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic or digital media.
(E)
All attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for the equipment described above.
To secure the performance and payment of Debtor's obligations to Secured Party now existing or hereafter incurred, direct or indirect, absolute or contingent, due or to become due, including without limitation any renewals or extensions thereof and substitutions therefor and future advances.
Debtor shall pay to Secured Party all sums set forth under that certain promissory note (hereinafter "Note") a copy of said Note is attached hereto as Exhibit “A” and incorporated herein by reference,
The term "proceeds," for the purposes of this Security Agreement, is to include whatever is received when Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of.
1.
WARRANTIES :
Debtor represents and warrants to Secured Party as follows:
1.1
Debtor is and, as to Collateral to be acquired after the date hereof, will be the owner of the Collateral free from any adverse lien, security interest or encumbrances; and Debtor agrees that it will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
1.2
That the Collateral subject to this agreement will not be misused or abused, wasted or allowed to deteriorate; the Debtor shall immediately notify Secured Party of any event causing loss or depreciation in value or such Collateral and the amount of such loss or depreciation. Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and will not use the Collateral in violation of any statute or ordinance.
1.3
The Collateral is bought or used primarily for business purposes other than farming.
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1.4
No financing statement covering the Collateral or any proceeds thereof is on file in any public office and, at the request of the Secured Party, the Debtor will join with the Secured Party executing one or more financing statements in a form satisfactory to the Secured Party and will pay the cost of filing such financing statement, this security agreement and any continuation or termination statement in all public offices whenever filing is deemed by the Secured Party to be necessary or desirable. Without limiting the foregoing, Debtor agrees that whenever the Uniform Commercial Code requires Debtor to sign a financing statement for filing purposes, Debtor hereby appoints Secured Party or any of Secured Party's representatives as Debtor's attorney and agent, with fill power of substitution, to sign or endorse Debtor's name on any such financing statement or other documents and authorizes Secured Party to file such a financing statement in all places where necessary to perfect Secured Party's security interest in the Collateral.
1.5
To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.
1.6
Not to permit or allow any adverse lien, security interest or encumbrance, other than those excepted herein, whatsoever upon the Collateral and not to permit the same to be attached or replevied.
1.7
Until default, Debtor may use the Collateral in any lawful manner not inconsistent with this agreement or with the terms or conditions of any policy of insurance thereon.
1.8
At its option, the Secured Party may discharge taxes, liens, or security interest or other encumbrances at any time levied or placed on the Collateral and may pay for the repair of any damage or injury and pay for the maintenance and preservation of the Collateral. The Debtor agrees to reimburse the Secured Party on demand for any payment made or expenses incurred by the Secured Party pursuant to the foregoing authorization, and the amount of any such payment, with interest at the highest legal rate from date of payment until reimbursement, shall be added to the indebtedness owed by the Debtor and shall be secured by this security agreement.
1.9
The Debtor will at the Debtor's own expense forthwith insure the tangible Collateral in a reliable insurance company against loss or damage by fire, (including extended coverage) theft and against other such risks for an amount equal to $500,000.00 and keep the same so insured continuously until the full amount of said indebtedness is paid, with loss payable to the Secured Party as its interests may appear. Debtor will on demand deliver said policies of insurance or furnish proof of such insurance to the Secured Party, and in case of loss, the Secured Party shall retain from the insurance money an amount equal to the total balance of said indebtedness remaining unpaid, whether according to the tenor and effect of any invoice, statement or account or promissory note or notes evidencing such indebtedness the same is due or not. Should the Debtor fail or refuse to forthwith effect such insurance and deliver the policies or furnish proof of such insurance as aforesaid, or fail to keep the Collateral so insured continuously until the full amount of said indebtedness is paid, the Secured Party may at its option effect such insurance and the amount so paid for such insurance with interest at the highest rate of the total amount due or unpaid, and the Debtor will pay the Secured Party any and all costs and expenses incurred in recovering possession of the Collateral and incurred in enforcing this security agreement, and the same shall be secured by this security agreement.
1.10
The Debtor will not use or permit the use of the Collateral in violation of any applicable statute, regulations or ordinances.
1.11
Debtor is a corporation which is duly organized, validly existing, and in good standing under the laws of the state of debtor’s incorporation, which is Nevada. The execution delivery and performance of this agreement by debtor has been duly authorized by all necessary action by debtor and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon debtor or (b) any law, governmental regulation, court decree, or order applicable to debtor.
2.
LOCATION OF COLLATERAL:
2.1
All of the Collateral referred to herein is or will be kept at the Warehouse, located at 10571 Lackman Road, Lenexa, Kansas 66219, or at such other locations as are acceptable to secured party. Except in the ordinary course of its business debtor shall not remove the Collateral from its existing locations without the prior written consent of secured party.
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3.
REMOVAL OF COLLATERAL:
3.1
In the event Debtor removes said Collateral from the location set forth in paragraph 2.1, Secured Party must be notified within three (3) days of the new location of said Collateral or such removal may be considered an event of default.
4.
POSSESSION OF COLLATERAL:
4.1
Until default, the Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this agreement and not inconsistent with any policy or insurance thereon, but upon default, the Secured Party shall have the immediate right to the possession of the Collateral.
5.
EVENTS OF DEFAULT:
5.1
Debtor shall be in default under this agreement upon the happening of any of the following events or conditions:
(a)
Default in the payment of performance of any obligation, covenant, or liability contained or referred to herein or in any other document or agreement evidencing any obligation, liability, or indebtedness to the Secured Party by Debtor.
(b)
Subsequent encumbrance to or of any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon;
(c)
Dissolution, termination of existence, merger, consolidation, reorganization, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Debtor or any guarantor or surety for the Debtor;
6.
SECURED PARTY'S RIGHTS AND REMEDIES:
6.1
Upon any such default and at any time thereafter, the Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code of the State of Kansas. The Secured Party may require the Debtor to assemble the Collateral and deliver or make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. In the event Debtor fails or refuses to so assemble the Collateral, Secured Party shall have the right, and Debtor does hereby authorize and empower Secured Party, to enter upon the premises wherever the Collateral may be in order to remove the same. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of the Debtor as set forth herein or to the Debtor's last known address at least ten (10) days before the time of the sale or disposition. The cost of collection and enforcement, including attorney fees and expenses, shall be borne by Debtor whether the same is incurred by Secured Party or Debtor.
6.2
In the event of repossession of the Collateral, Secured Party shall have such rights as are provided and permitted by law, including the right to reasonable attorney fees and legal expenses incurred for the purpose of retaking, holding, and disposing of the Collateral.
6.3
If secured party chooses to sell any or all of the Collateral, Secured Party may obtain a judgment against debtor for any deficiency remaining on the indebtedness due Secured Party after application of all amounts received from the exercise of the rights provided for in this agreement. Debtor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.
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7.
WAIVER:
7.1
No waiver by the Secured Party of any right, remedy or event of default with respect to any of the Debtor's obligations shall operate as a waiver of any other right, remedy, or event of default on a future occasion. The taking of this security agreement shall not waive or impair any other security said Secured Party may have or hereafter acquire for the payment of any notes, liabilities or other indebtedness, nor shall the taking of any additional security waive or impair this security agreement; but said Secured Party may resort to any security it may have in the order it may deem proper, and notwithstanding any Collateral security, the Secured Party shall retain its rights of set off against the Debtor. No waiver, change, modification, or discharge of any of the Secured Party's rights or the Debtor's duties as so specified or allowed will be effective unless contained in a written instrument signed by the Secured Party.
8.
INSPECTION:
8.1
Debtor shall at all times and from time to time allow Secured Party by or through any of his agents, attorneys or accountants to examine or inspect the Collateral wherever located and to examine, inspect and make abstracts from Debtor's books and records with respect to Collateral.
9.
CUMULATIVE REMEDIES:
9.1
All Secured Party's rights and remedies, whether evidences hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.
10.
DEMANDS AND NOTICES:
10.1
Any demand upon a notice to Debtor shall be deemed effective if such notice is mailed, postage prepaid, certified mail, return receipt requested, to the Debtor at the address set forth in this agreement. Demands or notices addressed to Debtor's address at which Secured Party customarily communicates with Debtor shall also be effective.
11.
ASSIGNMENT:
11.1
All rights of the parties hereunder shall inure to the benefit of their heirs, successors and assigns.
12.
TERMINATION:
12.1
Whenever there are no outstanding liabilities and no commitment on the part of Secured Party under any agreement which might give rise to any obligation of Debtor, Debtor may terminate this agreement upon written notice to Secured Party. Prior to such termination this shall be a continuing agreement in every respect.
13.
COLLECTION OR PROTECTION OF COLLATERAL:
13.1
Secured Party shall have no duty to collect or protect the Collateral, to preserve rights of Debtor or others against prior parties, to realize on the Collateral in any particular manner or seek reimbursement from any particular source or to preserve, protect, insure or care for the Collateral.
14.
MISCELLANEOUS:
14.1
This agreement is intended to take effect when signed by Debtor and delivered to Secured Party.
14.2
Each of the undersigned hereby warrants that he or she is authorized to execute this agreement on behalf of the Debtor.
14.3
This agreement shall be deemed to have been made in the State of Kansas regardless of the order in which the signatures of the parties hereto determined in accordance with the laws of the State of Kansas. If there is a lawsuit filed, debtor agrees that Secured Party, at his sole option, may file any such action in the District Court of Johnson County, Kansas and, that upon such filing, jurisdiction and venue shall be proper in said Court.
14.4
If any provision hereof or any remedy herein provided for be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but the remaining provisions hereof, including the remaining default remedies, shall be given effect in accordance with the manifest intent hereof.
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14.5
This agreement constitutes the entire understanding between parties hereto and may not be modified, amended, altered or changed except as specifically stated herein or by a written agreement signed by the parties hereto.
IN WITNESS WHEREOF , the parties have executed this agreement the day and year first above written.
AMERICAN REBEL, INC.
/s/ Harvey M. Burstein
By: /s/ Charles A. Ross, Jr.
Harvey M. Burstein
Charles A. Ross, Jr.,
President
and CEO
STATE OF KANSAS
COUNTY OF JOHNSON
BE IT REMEMBERED, that on this 6 th day of July 2017, before me, the undersigned, a Notary Public in and for said County and State, came Charles A. Ross, Jr. who is personally known to me to be the same person who executed the within instrument of writing, and duly acknowledged the execution of the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year last above written.
/s/ Jerold A. Bressel
Jerold A Bressel
Notary Public
My appointment expires:
10-19-18
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GUARANTY
THIS GUARANTY ("Guaranty"), made and entered into this 6 th day of July 2017, by and between CHARLES A. ROSS, JR. a/k/a Andy Ross (hereinafter “GUARANTOR”) and HARVEY M. BURSTEIN ( hereinafter "LENDER").
WITNESSETH:
WHEREAS, AMERICAN REBEL, INC. (hereinafter “BORROWER”) on or about the 6 th day of July 2017 executed, as maker, its promissory note payable to LENDER, or order, in the principal amount of Two Hundred Fifty Thousand and no/100 ($250,000.00) together with interest thereon as set forth in said note (hereinafter “NOTE”).
WHEREAS, GUARANTOR has induced LENDER to agree to loan BORROWER the funds evidenced by NOTE upon GUARANTOR’s representation that he would conditionally guaranty all of the obligations of BORROWER under said NOTE, as set forth herein,
NOW, THEREFORE, in consideration of inducing LENDER to enter into the aforementioned loan evidence by NOTE, and for ONE DOLLAR ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
GUARANTOR, does hereby unconditionally guarantee the full and prompt performance and observance of all the payments, conditions, covenants and agreements contained in said NOTE and payable by BORROWER to LENDER as provided to be paid, performed and observed by BORROWER, its successors and assigns (all hereinafter referred to as "obligations secured"). GUARANTOR does hereby waive acceptance and notice of acceptance hereof. GUARANTOR agrees that if default shall at any time be made by BORROWER in any obligations secured, the undersigned GUARANTOR will and truly pay any sum and cause performance under said NOTE to LENDER, his heirs or assigns, and also all damages that may arise in consequence of the non-performance of said covenants and conditions, or any of them. GUARANTOR further agrees to pay all of LENDER 's expenses, including reasonable attorney fees incurred in enforcing any or all of said obligations secured or incurred in enforcing this Guaranty or both. The undersigned further agrees that his liability under this Guaranty shall be joint and several, continuing, absolute, unconditional and primary, and shall remain in full force and effect until BORROWER shall have fully and satisfactorily discharged all of said obligations secured to LENDER, and further, LENDER may, at his sole option, proceed against the undersigned with or without having commenced any action against or having obtained any judgment against BORROWER and without prior resort to collateral security or suit or judgment against BORROWER.
2.
Every default of BORROWER under any obligation secured shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. It is expressly understood, however, that if an act of default, as defined in said NOTE shall have occurred and be continuing, all sums accrued and unpaid under the terms of said NOTE shall, at the option of LENDER, become immediately due and payable from the undersigned.
3.
This Guaranty and the liability hereunder shall in no way be affected or impaired (and LENDER is expressly authorized to make, from time to time without notice to anyone) by creation of or any compromise, settlement, release, renewal, extension, indulgence, change in or modification of any of the obligations or liabilities of and with BORROWER under said NOTE, or by any failure, neglect or omission on the part of LENDER to realize upon any obligations or liabilities of BORROWER. In order to hold the undersigned liable hereunder, there shall be no obligation on the part of LENDER at any time to resort for payment to BORROWER, or to any other persons or corporations, or other properties or assets or to any security, property or other right or remedies whatsoever, and LENDER shall have the right to enforce this Guaranty irrespective of whether or not proceedings or steps are pending, seeking to or realization upon or from any of the foregoing.
4.
All diligence in collection of payments or performance of other obligations of BORROWER and all notice of any default of BORROWER under any obligation secured and any and all notice of acceptance of this Guaranty (which shall be deemed accepted by execution by the parties) or of reliance by LENDER upon this Guaranty are expressly waived by the undersigned. The said extension of the due dates for payment in full of said NOTE and all obligations secured shall be conclusively presumed to have been created and contracted in reliance upon this Guaranty.
5.
No act of commission or omission of any kind or at any time upon the part of LENDER in respect of any matter whatsoever shall in any way affect or impair this Guaranty.
6.
This Guaranty shall not be revocable by notice or due to death, but shall remain in full force and effect until BORROWER has discharged all of its obligations to LENDER under all obligations secured in said NOTE and any extensions or renewals thereof.
7.
LENDER may, without any notice whatsoever to anyone, sell, assign, or transfer all of his right, title and interest under said NOTE and/or all of his right, title and interest in and to the payments other sums at any time due or to become due thereunder and, in such event, every immediate and successive assignee or transferee of the right, title and interest of LENDER shall have the right to enforce this Guaranty by suit or otherwise as fully as if such assignee or transferee were herein, by name, specifically given such right, power and such benefit.
8.
GUARANTOR shall not in respect to any payments made by him hereunder have any rights on the ground of subrogation, suretyship or otherwise to stand in the place of LENDER so as to compete with him as creditors of BORROWER unless and until the claims of LENDER under the obligations secured shall have been fully paid and satisfied.
9.
This Guaranty and every part thereof shall be binding upon the undersigned, his legal representatives, heirs, successors and assigns, and shall inure to the benefit of LENDER and his legal representatives, heirs, successors and assigns.
10.
Any notice to, or demand upon, GUARANTOR elected to be given or made by LENDER (although none be required hereunder) shall be deemed effective, if not first otherwise made or given, when forwarded by mail, to the last known address of GUARANTOR appearing on the books or records of LENDER with the same effect as if the same were actually delivered to, and received by, the GUARANTOR in person. All rights and remedies of LENDER at law or in equity or hereunder or by statute shall be cumulative and may be exercised singly or concurrently in such order as LENDER may elect.
11.
GUARANTOR agrees that if an attorney is used from time to time to enforce any of the rights herein granted to LENDER, whether by suit or by any other means whatsoever, any reasonable attorney fees of any sum due LENDER under all obligations secured shall be added thereto.
12.
LENDER shall not by any delay, omissions or otherwise be deemed to have waived any of his rights or remedies hereunder and no waiver shall be valid unless in writing signed by LENDER and then only to the extent therein set forth. The waiver by LENDER of any right or remedy hereunder on any occasion shall not be constructed as a bar to any right or remedy which LENDER would otherwise have had on any future occasion. No executory agreements shall be effective to change or modify or to discharge in whole or in part this Guaranty unless such executory agreement is in writing and signed by LENDER. GUARANTOR shall be individually, severally, and jointly and severally bound with all other guarantors of said NOTE and liable hereunder and as between themselves and LENDER, and GUARANTOR, jointly and severally shall be obligated as principal debtor. In the event any clause or provisions of this Guaranty shall be invalid or void for any reason, such invalid or void clause or provision shall not affect the whole of this instrument and the balance thereof shall remain in full force and effect. Whenever the context hereof shall require, the masculine pronoun includes the plural and vice versa.
13.
This agreement shall be deemed to have been made in the State of Kansas regardless of the order in which the signatures of the parties hereto determined in accordance with the laws of the State of Kansas. If there is a lawsuit filed, debtor agrees that LENDER, at his sole option, may file any such action in the District Court of Johnson County, Kansas and, that upon such filing, jurisdiction and venue shall be proper in said Court.
2
IN WITNESS WHEREOF , the parties hereto have executed this Guaranty the day and
first year written
GUARANTOR:
LENDER:
/s/ Charles A. Ross, Jr .
/s/ Harvey M. Burstein
Charles A. Ross, Jr.
Harvey M. Burstein
a/k/a Andy Ross
ADDRESS:
ADDRESS:
3260 Highway 431
13901 Conser, Apt. 1607
Spring Hill, TN 37174
Overland Park, KS 66223
STATE OF KANSAS
COUNTY OF JOHNSON
)
BE IT REMEMBERED, that on this 6 th day of July 2017, before me, the undersigned, a Notary Public in and for said County and State, came CHARLES A. ROSS, JR. a/k/a Andy Ross who is personally known to me to be the same persons who executed the within instrument of writing, and duly acknowledged the execution of the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year last above written.
/s/ Jerold A. Bressel
Jerold A. Bressel
Notary Public
My appointment expires:
10-19-18
3