HARBREW IMPORTS LTD. CORP. AGREEMENT TO CONVERT 7% CONVERTIBLE PROMISSORY NOTE
Exhibit 10.3
HARBREW
IMPORTS LTD. CORP.
AGREEMENT
TO CONVERT
7%
CONVERTIBLE PROMISSORY NOTE
WHEREAS,
Harbrew Imports Ltd. Corp. (the “Company”) offered for
sale to ______________, the undersigned noteholder, (the “Holder”) a 7%
Convertible Promissory Note in the principal amount of $_______ dated __________
(the “Note”)
and (a) a five year warrant to purchase 100% of the shares issuable upon
conversion of the Note exercisable at a price of $1.00 per share (the “Class A Warrant”);
and (b) a five year warrant to purchase 100% of the shares issuable upon
conversion of the Note exercisable at a price of $1.50 per share (the “Class B Warrant” and
collectively with the Class A Warrant, the “Warrants”).
WHEREAS,
as payment of interest on the Note, the Company issued additional 7% Convertible
Promissory Notes to the Holder in the amount of $____________ (the “Additional Notes,”
and together with the Note, the “Notes”).
WHEREAS,
it is contemplated that on June __, 2009, Paw Spa, Inc. shall enter into a
Merger Agreement with the Company (the “Merger
Agreement”).
WHEREAS,
in connection with the Merger Agreement, the Company and the Holder agree to
convert the Notes into common stock of Paw Spa, Inc., par value $0.0001, (the
“Common Stock”) consistent with the terms of the Note and at a rate of $0.50 per
share of Common Stock, including any additional notes that were issued as
interest payments.
WHEREAS,
in connection with the Merger Agreement, the Company and the Holder agree to
cancel the Warrants and convert it into a warrant issued by Paw Spa, Inc. in
substantially the same form as the Warrants.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
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1.
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Conversion
of Debenture. The Holder hereby agrees to convert the full face
amount of the all of the Notes in the aggregate amount of $________ into
shares of Common Stock of Paw Spa at a conversion price of $0.50 per share
and the Company hereby agrees to convert the Notes into shares of Common
Stock of Paw Spa and issue ___________ shares of Common Stock of Paw Spa
to the Holder.
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2.
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Conversion
of Warrants. The Holder hereby agrees to cancel the Warrants in
exchange for two warrants in substantially the same form and issued by Paw
Spa, Inc. upon the closing of the Merger
Agreement.
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3.
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Delivery
of Shares. The Company shall deliver the full ________ shares
of Common Stock to the Holder within five (5) days following the closing
date of the Merger Agreement.
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1
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4.
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The
Holder hereby acknowledges that this Agreement to convert the Notes shall
be a full conversion of all amounts due under the Notes and after
conversion said Holder shall not own any Security of the Company other
than the Common Stock of Paw Spa,
Inc.
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5.
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Effective
Date. This Agreement shall become effective upon the closing of
the Merger Agreement. In the event that the Merger Agreement
does not close, then this Agreement shall automatically
terminate.
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6.
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Headings. The
headings of this Agreement are for convenience of reference only and shall
not form part of, or affect the interpretation of, this
Agreement.
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7.
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Severability. In
the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute 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 with such statute or rule of
law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or
enforceability of any other provision
hereof.
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8.
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Entire
Agreement; Amendments. This Agreement contains the entire
understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein, neither the
Company’s nor the Holder make any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with
enforcement.
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9.
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Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Nevada.
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[REMAINDER
OF PAGE LEFT BLANK]
2
[SIGNATURE
PAGE TO CONVERSION NOTICE]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to Convert the
Notes as of the day and year first above written.
COMPANY:
HARBREW IMPORTS LTD. CORP.
By: ______________________
Name: Xxxx
Xxxxxxx
Title: President
and Chief Executive Officer
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NOTEHOLDER
_____________________
Trustee:
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Amount
of Notes:
__$______________
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Number
of Shares Convertible
__________ shares
_________
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