Convertible Promissory Note issued by Seafarer Exploration Corp. to Edward P. Moore dated as of April 7, 2010. Filed with this Form 10-K

 

Lender

 

Edward P. Moore

 

2.      Promise to Pay

 

For value received. Borrower unconditionally promises to pay Lender Seventy Thousand Dollars ($70.000) (the "Principal Amount") and interest at the yearly rate of 6% on the unpaid balance as specified below

 

3.      Interests Payments

 

Borrower will pay interest an the first day of each month beginning April 7, 2010 and ending on November 7, 2010 The amount of each interest payment will be $350.00

 

4.      Principal Payment

 

Borrower will pay the principal in full on or before November 7, 2010, together with any accrued interest

 

5.      Loan Acceleration

 

If Borrower is more than 15 days late in making any payment, Lender may declare that the entire balance of unpaid principal is due immediately together with the interest that has accrued

 

6.      Security

 

Borrower agrees that until the principal and interest owed under this promissory note are paid in full this note will be secured by a security agreement and Uniform Commercial Code Financing Statement giving Lender a security interest in the equipment_ fixtures. inventory, accounts receivable, and intellectual property. currently existing or acquired/developed during the term of this agreement, of Seafarer Exploration Corp. (the "Loan Documents')

Lender may at its option elect to convert all or a portion of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock. par value $0.0001 per share (the -Common Stock"), in accordance with this Paragraph 8 at any time The Lender shall notify Borrower in writing of the date on which such conversion is to be effectuated (such date the -Conversion Date') The number of shares of Common Stock (calculated to the nearest whole share) to which Lender shall be entitled upon such conversion shall be determined by dividing the outstanding Principal Amount and unpaid accrued interest thereon to be converted by $0.008 (the "Share Price") On the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent. and Lender shall receive from Borrower share certificates evidencing Common Stock in the name or names in which Lender wishes such certificate or certificates for the Common Stock to be issued and. if the entire Principal Amount is root converted. a replacement note in the amount of the unconverted Principal Amount

If Lender is unable to deliver this Note, Lender shall notify Borrower that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that all or part of the obligations evidenced by this Note shall have been upon the Conversion Date deemed satisfied If the entire principal balance is not converted, Lender shall receive a replacement note in the amount of the unconverted Principal Amount If requested by Borrower Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note

if Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and attorney's fees in an amount the court finds to be reasonable The Borrower also shall pay on demand all reasonable costs and expenses. if any, of Lender (including attorneys' fees) in connection with the enforcement of this note or any other Loan Documents including, without limitation, costs and expenses sustained by Lender as a result of any failure by the Borrower to perform or observe its obligations contained herein or in the Loan Documents. If the Note becomes in default or certain terms are violated. the mediation as contemplated by Paragraph 18 below is unsuccessful, and Lender retains and places the matter in the hands of an attorney for cure or collection_ Borrower shall be obligated to pay all costs and expenses of collection of said monies by legal action, foreclosure or otherwise. and all costs and expenses along with legal fees for actions under contracts and covenants herein, including, but not limited to attorneys' fees for negotiations, arbitration, trial, appellate proceedings, bankruptcy proceedings including fees incurred for collection of attorneys' fees, and other legal services Attorneys' fees shall also include hourly charges for paralegal and other staff members operating under the supervision of an attorney.

This Agreement (together with any exhibits) and the Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof superseding all prior or contemporaneous discussions. understandings or agreements whether written or verbal This Agreement and the Loan Documents may not be changed. modified, explained or supplemented by any extrinsic evidence. including but not limited to. usage of trade, course of dealing and course of performance